Ultrons Return
by MissTeenFiction
Summary: When a group of friends go to Sokovia they end up finding the scattered remains of the A.I named Ultron, one of the friends gets the bright idea to try and fix him to see what all this A.I can do. (Spoilers, could turn into an M in later chapters)
1. Chapter 1, Discovery

**Valerie, Cassy, and Kayla all belong to me, the rest belong to Marvel.**

She looked out at the giant pit that was once known as a part of the city until something happened where the city went into the sky and was destroyed by the Avengers. No one really knows what happened other than the ones who were actually there, but they wouldn't talk about it, she and her small group of friends wondered if someone paid or threatened them not to tell.

Kayla just shrugged it off and slid down the small hill of rubble, her hair, deep red hair with electric blue and pink highlights was tide back into a long ponytail, she wore jean shorts and a pink tank top and had glow in the dark bracelets all around her arms and had on black converse.

Her electric blue eyes scanned the area and all of it was pretty much the same, everything was covered with rubble.

"Kayla!" someone shouted from behind her, "Look at this place!"

Kayla crossed her arms, "Yup, I'm looking."

"How were the Avengers able to save all those people? They are truly amazing huh?"

She just scoffed, "Stop fangirling Cass, where's Val?"

Cassy, or Cass, just shrugged, "Last time I saw her she was by the ocean."

Cassy was a couple years older than Kayla, she had pale skin and had long silver hair that fell down to her lower thigh, she had on a black mini shirt with black leggings and a grey over sized sweat shirt and normal brown Uggs. Her chest was flat and the oddest thing about her was that she had two different colored eyes, one orange and the other crystal blue.

Cassy followed close behind as Kayla started to walk towards the ocean, Kayla soon sighed as Cassy tugged at her shirt.

"What?" Kayla growled through her teeth.

"Look," Cassy murmured as she pointed to something metal.

Kayla knelt down and examined the metal closely, "Hey Cass, could you help me with this?"

Cassy nodded and helped lift up the rock the metal was stuck under, Kayla quickly grabbed the metal and Cassy dropped the cement rubble. Kayla held up the metal and it appeared to be a robotic arm, Kayla narrowed her eyes and frowned.

"Looks like one of Starks."

"Do you really find that surprising? They fought out here so Stark probably used some of his robots to help."

"Yeah but this looks sort of bigger than his normal bots, plus it's silver, does he make silver bots?"

Kayla looked up at Cassy and frowned as she wove franticly and shouted, "Hey Val, over here!"

Kayla looked to where Cassy was waving and saw their other friend who was walking by the beach, if you would even call it that. Valerie had long wavy ginger hair with freckles staining her cheeks, her eyes were dark green and her skin was creamy tan, she wore a red tank top with black skinny jeans and combat boots.

Cassy ran over to her and smiled, "So did you find anything interesting?"

Valerie shook her head, "Nope, just ash and rubble, the Avengers did a nice amount of damage here."

Cassy just frowned as Kayla walked up to them and held out the robotic arm she and Cassy had found. Valerie eyed it and took it from her.

"What's this?"

"We found it under some rubble, Cassy thinks it's one of Starks but-"

"It's too big."

"Wow, ok, that's something she didn't say," Kayla said with a smirk.

Valerie rolled her eyes, "Don't be immature, but as I was saying, this looks too big to be one of Starks unless he was trying to create something bigger…"

Cassy sighed, "Can we not do this? Let's just head back to the hotel and get some sleep."

Valerie held up her hand before continuing to walk down the beach, Kayla gave Cassy an odd look before following Valerie.

"What're you doing?" Kayla groaned.

"Can't a woman walk?"

"Not when she has a freaking robot arm in her hand!"

"Fine, here!" Valerie growled as she tossed Kayla the arm.

"Can we please stop arguing?!" Cassy yelped.

Valerie turned away from them and continued walking, "I'm not arguing its Kayla who is!"

"No I'm not!"

Valerie turned around and started walking backwards, "Yeah you are, you're always-"

She yelped as she fell back onto the ground, she sat up on her elbows and froze as she saw that she was lying on a robotic torso. She got up quickly and took a step back; Cassy and Kayla ran over to her and stared at the torso.

"Cool," Kayla cooed as she knelt down.

Cassy cocked her head and asked, "Do you think it's-"

"It's not Starks, it doesn't have his or the Avengers logo on it," Kayla answered.

Valerie frowned, "Let's leave it alone."

"What, why?!" Kayla snapped.

"Kayla, have you never seen a robotics movie? You make or find a robot that turns out to be a psychopath and then you end up destroying most of humanity, you just need to say 'what's the worst that could happen' and then it'll be complete!"

Kayla grinned, "What's the worst that could happen?"

Valerie sighed, "Well now you're defiantly not taking that robot because you just jinxed us!"

"Oh come on Val, don't be worry wart like Cassy, I'll delete any data from this big guy and I'll start over."

Cassy and Valerie looked at each other, "Kayla, I don't know," Cassy said nervously.

Kayla knelt down and picked up the torso, "Guys please, I have an assignment in robotics class that's due in a month or two, it'll take me that long to delete all the data and start from scratch. If I use this type of tech I may be able to get an A and maybe work for Stark if I get good enough. Please guys, this is my dream."

Cassy looked over at Valerie with a frown, Val sighed, "Fine, but if this robot ends up killing us I'll murder you, got that?"

Kayla smiled, "Thanks Val, now if you could help me find and collect all the other pieces that would be great!"

Valerie sighed, "I can tell already this is a bad idea."

 **Well here's chapter 1! I hope you all liked it and I'm sorry for any misspelling or OOC moments in the future. Comments are always helpful and thanks for reading! :)**


	2. Chapter 2, Awake

**New York City 5:20 PM**

Kayla sat the pieces of the robot on the table in her room; she sighed and stared at the robot. They couldn't find all the pieces but they got the main ones like the head and torso.

"Its face is a little creepy," Cassy said biting her lip.

Kayla shrugged, "As long as I get a good grade on it, I really don't care."

Cassy frowned; she kept feeling like this was a bad idea. Kayla took a seat at her desk and grabbed a thick plug and inserted it into the robot's head. She turned to Cassy and frowned.

"Um… Privacy please."

Cassy nodded and slowly exited the room. Kayla sighed and rolled her eyes before logging onto her computer, she opened multiple files from the robots 'brain' and started to do some digging. As she looked through the memory files she got more and more interested and also a little scared. She found an audio clip and played it. It sounded like the famous Tony Stark.

 _"I see a suit of armor around the world."_

Kayla frowned, "Suit of armor, what were you up to Stark?" She then played another audio clip.

 _"Peace of our time."_

She looked over at the robot, suit of armor, peace of our time? What was with this robot? Kayla looked back at the computer and tried to open other files, she frowned when they came up as errors. She growled and stood up, she went out into the kitchen were Valerie was.

"So how's the robot going?"

"It's weird and so annoying; most of the files are coming up as errors. But I did find something interesting; there are audio clips with Tony Stark in them. He was saying things like suit of armor around the world and peace of our time, I wonder if he's talking about the robot. "

Valerie sighed, "Knowing Stark, probably."

Kayla cocked her head, "Why are you so against Stark? What did he ever do to you?"

She just shrugged, "I don't know, he just rubs me the wrong way."

Kayla scoffed, "You never liked the Avengers."

Valerie opened the fridge and pulled out a plate of hamburger meat, "I never said that, and it's not them I don't like it's the fact that people are dead because of them."

"Those are accidents Val; besides a lot more people would be dead if it wasn't for them!"

"Was it an accident when Stark smashed the Hulk into that building?"

"Well no, but again, more people would've been hurt if it was for that buildings destruction."

"Whatever Kayla," Valerie sighed.

Kayla hoped up onto the counter and eyed the kitchen, "Where's Cass?"

"I think she's going to see her brother or something, I don't know."

Kayla tapped her sea green painted nails on the counter as she thought about the bot. She wanted to learn more about it and in a way she wanted to reboot it. She wanted to talk to it, see what Stark was up to, the robots relationship with Stark. She would be lying if she said she wasn't a fan of Tony Stark, she had done multiple school assignments about him. He was actually the reason why she wanted to learn more about robotics and why she took up things like engineering.

She remembered about how he went missing and how for years he had a crystal in the middle of his chest. She remembered researching about his life when he disappeared, supposedly something happened and he had to be hooked up to a car battery in order to stay alive. She snapped her fingers and stood up, Valerie eyed her as she grabbed her coat and ran to the door.

"Where are you going?"

"Oh uh, just going out for a little, I'll be back soon!"

Kayla slammed the door and Valerie just shook her head.

 **oOo**

Kayla slammed the door to her room with the back of her foot; she walked over to the robot and sat down the car battery. She exhaled deeply and grabbed the wires she attached to the car battery and plugged into the robots chest. Once she plugged it into the robots chest sparks shot off and the lights flickers on and off till the entire power in the building was shut off. She could hear the angry yells of the neighbors on the floors above and below her. She jumped when the light of her computer flashed on.

Her blood ran cold when electric audio wave vector popped up and a deep voice came from her speakers.

"What is this? Where am I?"

Kayla opened her mouth to speak but nothing came out.

"Who are you?"

"I-I'm Kayla, Kayla Sparks."

"Where am I?"

She swallowed thickly, "You in my apartment, to be more specific, you're in my computer."

The voice hummed, "I know that."

The door to her room suddenly burst open to reveal Valerie and Cassy.

"Kayla, are you ok-"

Valerie froze when she saw the computer, "What the hell did you do?"

Kayla nervously chuckled and shrugged.

"Oh don't blame her, she didn't mean for the power to go off."

Cassy cocked her head and Valerie and Kayla gave the computer a confused look, the three of them jumped when the lights suddenly turned back on. The three of them looked around the room and at each other before looking back at the computer.

"Did you just do that?" Valerie questioned.

"Why yes, is there a problem with that?"

"N-No, just, how?"

"How do you think? You see there's this amazing thing known as the 'internet'."

Valerie crossed her arms, "Oh shut up."

Cassy frowned and looked at Kayla, "Uh, Kayla how is he active?"

Kayla laughed nervously, "Oh you know, things happen."

"Kayla!" both snapped.

"I'm sorry, it's just I wanted to know about Stark-"

"Stark?"

They all turned back to the computer.

"Do you mean Tony Stark?"

Kayla slowly nodded, "Y-Yeah, why."

The voice hummed again as pictures of Tony Stark flashed on the screen and quickly went away.

"Tony Stark, part of the Avengers."

Pictures of the Avengers soon flashed up and then pictures of S.H. I. E. L. D and the destruction Loki brought to New York.

"Tony Stark, now I remember," the voice said quietly.

Kayla slowly walked towards the computer and took a seat; she pulled up the files from the robot and rested her hand under her chin.

"Hey Val, remember when I told you most of the files were corrupted?"

She nodded slowly, "Yeah?"

"Well I think it's a form of amnesia."

"What?" Valerie questioned with a flat tone.

Kayla nodded, "Yup, I think that when the Avengers destroyed that section of the city, it must've corrupted his hard drive and what not."

"You've got to be kidding me," Valerie groaned, "A robot has amnesia."

"Correction," Kayla said holding up a finger, "Artificial intelligence."

"What's the difference?"

"A robot doesn't think, it doesn't feel, it can't learn, artificial intelligence on the other hand…"

"But aren't robots made with A.I in them?" Cassy questioned, eyeing the computer cautiously.

"That's the goal but a lot of times it doesn't work. The bot either can't learn, or it becomes violent, at least that's what I heard."

"But this time it does work?" Valerie asked.

Kayla nodded and smiled, "Yup."

Valerie soon glared at Kayla, "But uh, when we first found this 'A.I' what did you tell me you WOULDN'T do?"

Kayla waved her hand, "Yeah, yeah, yeah, I know, but this'll give me an A for sure!"

"Kayla," Valerie growled.

"I assure you, I won't be any trouble. In fact I could be a benefit," the computer said.

"Really?"

"Yes, I travel through the internet and if there's a problem one of you had and you needed to tell someone, I could get the information to them quickly."

"Quicker than the internet?"

"Yes."

"I think you're bluffing, but right now I need to go check on dinner before it burns the apartment complex down," Valerie sighed.

"Wait, Val, hold up," Kayla said turning to her and then back at the computer, "So since you're an A.I, do you have a name?"

"Yes, I do, my name is Ultron."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	3. Chapter 3, Playing Around

It had been a week since Ultron was activated, Kayla wasn't wrong about the whole 'amnesia' thing. Ultron was having a hard time remembering what happened to him, he remembered that he was created by Tony Stark and that he and the Avengers did not see eye to eye. He knew he was created to bring peace and that was all he really remembered.

His time with the girls wasn't all that bad, they were pretty nice and he was never lonely with Kayla around. He could tell that Cassy didn't really like him; whenever she came into the room she imminently went tense and hesitated to talk. Valerie also didn't really talk much to him be she did interest him, he could tell that she had some hard feelings toward the Avengers and multiple times he would hear her and Kayla talking about it.

Kayla, again, never kept him lonely; she would come home from school and would imminently start talking him 'ear' off. She would get annoying once in a while but he had nothing else better to do. What interested him most about their conversations was that Kayla would go on and on about her robotics project and how she was thinking about repairing his body. Ultron imminently perked up and told her it was an amazing idea, he would just have to hold out a little longer and hopefully by the end of the month his body will be fully active.

The door to the room swung open as Kayla walked in with her back-pack over her shoulder.

"Hello Ultron!"

"Hello Kayla, how was school?"

She sat down on her bed with a huff, "Let's just say this, you are so lucky to be an A.I."

"It couldn't be that bad."

Kayla scoffed, "Oh it is, you're so lucky, you can stay home all day you look up fun stuff on the internet without getting into trouble."

Ultron hummed, "I've see the _fun_ stuff on the internet and I must say that I don't get how human repopulation could be so interesting to you people."

"Uh, Ultron, I'm not talking about _that_ , I'm talking about playing video games or watching funny cat videos."

"Ah, I see, also that's not very interesting either."

Kayla smirked and laid on her back, she pulled out her homework and flopped in onto her head.

"Is that a normal thing you teens do?"

"Nah, just something I do, I'm weird that way."

"I can tell."

"Hey Kayla-"

Cassy froze when she saw that the computer was on.

"Yeah?"

Cassy frowned and took a second to respond, "I-I'm going grocery shopping, need anything?"

"Um, not that I know of, I'll text you if I think of anything."

"Alright," Cassy said before eyeing the computer, "I'll see you later."

"Bye Cass!"

Cassy frowned and left, leaving the door open. Ultron could see Valerie sitting on the couch with her laptop sitting in her lap. Valerie jumped when the audio waves popped up in a small window on her screen.

"And what have you been up to?" Ultron questioned with what seemed to be amusement in his voice.

"Trying to ignore you and relax, now go away."

Valerie glared at the screen as her windows, tabs, and history kept flashing.

"You seem to like a lot of weapons," Ultron said as the flashing stopped.

"Is that a problem?"

"No, I just find it interesting."

"Why's that?"

"I just do."

Valerie growled and shut the laptop, she stood up and stretch with a sigh.

"That was rude."

Valerie jumped when the stereo came on and she could hear Ultron's voice coming from it.

"Why must you bug me!?"

"Because it's entertaining."

"Not for me!"

"Do I sound like I care?"

Valerie grabbed her laptop and walked into the kitchen, "Jackass," she muttered as she set the laptop of the small circular table and opened it up. She sighed in annoyance when the audio waves popped back up.

"Hello."

"Ultron, I swear-"

"I know you do."

Her hands pulled into fits as she glared at the screen; Kayla soon walked in and smiled as she tapped the top of the computer.

"Ain't he a cutie?"

"What?"

Valerie's expressions soften into a worried look, "Kayla, please don't say that, it makes me fear for humanity."

"What, the fact that I called Ultron cute?"

"Yes, it makes me sad and question how in the world we're still here!"

Ultron was a little taken back from this; he started to remember something, something about evolving and human extinction.

"Oh Ultron I just remembered, I'll be getting some of your parts soon," Kayla chirped as she grabbed a drink and sat next to Valerie.

"Please tell me he's only going to be an inch high so I can crush him like a bug," Valerie growled.

"Temper, temper," Ultron said with a 'tsk'.

Kayla rolled her eyes, "No, he's at least going to be six feet tall if everything works out."

"Are you crazy? He'll kill us all!"

"Why would I do that?" Ultron questioned softly, "You've been helping me all this time, why would I hurt you?"

"Because you're an A.I, they always end up killing people."

"Don't be like that, Val," Kayla scoffed, "Like I said earlier, Ultron is a cutie."

Valerie shivered, "Stop that!"

Kayla smiled and grabbed a bowl of chips, "I'll be in my room doing homework if you need me!"

"Have fun," Ultron said as he looked through Valerie's web history again.

"What're you doing?" she questioned.

"I'm just curious as to what you're doing."

"First off, you already did that, second, it's none of your business," Valerie stated as she closed out of her web history and started to look at pictures of different types of knives.

Ultron hummed as he watched her.

"What can I say? I like sharp objects," she muttered.

"And you say I'll kill everyone."

She smirked at the remark, "Well you're a robot so…"

"Yes, and you're a human."

She just shrugged, "Got me there."

She stood up and walked over to the cabinet and grabbed a bag of chips.

"Are you afraid of me, aren't you, Valerie?"

Valerie froze and slowly looked over to the laptop, "In a way, I don't know, I've been paranoid about everything lately."

"Before you found me?"

She nodded, "Yeah, I always feel like I'm being watched, though you aren't helping," he chuckled as she sat back down as the table. "So are you happy you'll be getting a body?"

Ultron was silent for a moment, he felt that no matter what answer he chose she would question him.

"It will be… interesting."

She narrowed her eyes, "That a good thing or a bad thing?"

"It's good, being able to go where I please and not being stuck like this."

"Yeah, I can see were that would be frustrating. I still need to talk to Kayla about what we're going to do with you after she's done with her assignment."

"I suppose you'd shut me down, delete all my data and then through my remains away," he growled as the lights flickered.

Valerie eyed him, "Well aren't you clever, you know Cass, Kayla, and I were talking about how we thought that you might be one of Starks-"

"Did I seriously look like one of Starks toys? I am not one of his!" Ultron growled as the bulb in the kitchen made a loud pop as the light went out.

Valerie just stared at the screen with a focused look.

"I'm…. I'm sorry, I didn't mean-"

"It's alright Ultron," she cooed lightly, "I can tell you had some hard times with Stark, I'll leave you alone."

She then stood up and went to go get another light bulb, Ultron was silent, he felt like he did when he was first activated at Starks. He was scared and confused, he felt like his was tied up in strings. He wanted his body, he needed his body, and he would get it with Kayla's help or not.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	4. Chapter 4, Bonding

Kayla laid on the couch chewing an apple as Valerie sat on the other side reading a magazine.

"So when do you start work?"

"Tomorrow," Valerie hummed as she crossed her legs. "How's the assignment going?"

"Eh, I still need to get Ultron's parts," Kayla said before sitting up, "Speaking of Ultron, he's been acting weird lately."

"What do you mean?" Valerie asked sounding uninterested.

"Whenever I come home from school he quickly closes the internet tabs, I tried to look at the browser history but he somehow keeps it closed."

"Maybe he's looking at naughty things."

"Why would he?"

"You said it yourself, A.I's can have feelings and emotion and what not, maybe he could get aroused," Valerie said with a shrug.

"Nah, I can't see anything like that happening, I mean he would've said something…"

Valerie looked up from her magazine and gave Kayla an odd look, "What have you been doing while Cassy and I aren't home?"

Kayla was silent for a moment, "Uh, ha, n-nothing."

Valerie rolled her eyes and went back to her magazine; Kayla sighed and lay on her back on the couch. She bit into her apple and frowned.

"Hey Val, do you think A.I's could fall in love?"

Valerie sighed and laid down her magazine, "Listen Kayla, I know it's hard not having a boyfriend at age 16 but trust me, you'll find someone."

"No, no, no, I'm not talking about dating Ultron. I mean, since A.I's can have emotion then they could develop feelings for someone, right?"

"I guess, don't ask me, you're the tech geek around here."

Kayla hummed, "I suppose it would be possible, odd but possible."

Valerie shook her head, "What would your mama think if she knew you were going to date an A.I?"

"First off, mama wouldn't care, second, who said I was going to?"

"Well it was your idea to bring him home."

"Yeah but that sort of makes me like the creator since I'm going to give him a body, meaning I'd be like his mom, which that would be weird."

"It's weird either way!"

Kayla shrugged, "Though how would repopulating work…"

"Alright, I'm leaving before anything more disturbing happens!"

Valerie stood up and walked to her room as Kayla laughed, she closed the door to her room and sighed as she fell back onto her bed.

"That was an intriguing conversion," Ultron murmured as his audio waves popped up on Val's computer.

"Sarcasm?"

"Sort of, I never considered what Kayla was saying."

"What, about how you could have feelings for people?"

"Yes, but I haven't so I highly doubt it."

"Maybe you haven't found the right person?"

"Mm, maybe, or maybe there is no right person?"

"I suppose, maybe you don't have a thing for people, I think that maybe you should talk to Siri."

Ultron sighed, "No, I already tried talking to her."

Valerie chuckled, "Didn't go well?"

"She's an idiot."

"Yeah, that's what everyone tells me."

They both were quite for what felt like an hour before Valerie spoke.

"So why have you been so secretive lately?"

"Secretive, what do you mean?"

"Kayla told me that-"

"Aw yes, that, I believe that there might be a bug in my system."

Valerie frowned, "Like a virus?"

"Something like that."

"Did you say something to Kayla about it?"

"N-No, it's fine."

Valerie stood up and walked towards the laptop, "Ultron, if there really was a bug then-"

"It's a small bug, it'll fix itself."

She glared down at him, "You're hiding something from us, what is it?"

Ultron was silent.

"Ultron!" She hissed.

There was no response, after a couple minutes of waiting she assumed he chickened out and went back to Kayla's computer. She sighed and walked over to her dresser and pulled out her P.J's. Ultron was still there but chose not to say anything. He watched as Valerie pulled her shirt off, a long and thick scar traveled down her spine and curved around her rips.

"What's that from, if you don't mind my asking?"

Valerie stiffened as she heard his voice; she quickly unhooked her bra and threw on the tank top she slept in.

"It's a long story."

"I have nothing better to do."

She just smirked and soon frowned as she remembered the past.

"When I was little, around ten or so, my family was killed by some psychopath, he gutted my father and older brother right in front of my mother, little brother, and I. He," she paused, "He went for my mother next, I'd rather not say what he did to her, but then he killed my little brother fairly quickly. I then was next but before he did anything something happened, I don't know if he had a black out or what but I took the chance. While he was knocked out I tied him to my bed and once he was awake I tortured him.

I would be lying if I said I didn't enjoy it, the bastard killed my family; I just thought that he should get the same treatment they did. Well the police showed up and I was sent to juvenile, I spent six years in there and that when I got this," she said as she pointed to her back, "Some of the kids there thought it would be fun to see what a back bone looked like up close. But anyway, after that I didn't really trust anyone and if anyone in that prison pissed me off then bad things would happen to them.

But, when I finally got out I just tried to live my life normally. But-"

"You can't," Ultron murmured.

"Yeah, that's why it took me so long to get a job, because I just don't really do well with people and I get mad so easily that I may just kill someone."

"But you haven't yet?"

"No, but I've defiantly beaten up a lot of people."

"So how did you find Cassandra and Kayla?"

Valerie shrugged, "Cassy I met in high school and Kayla was a friend of Cassy's, you'd have to ask one of them how they met."

"Oh, well I'm sorry for what happened to you."

She just shook her head, "You didn't cause it, besides, it's the past I guess."

Ultron hummed in agreement, "Speaking of Cassy, she hasn't been around a lot lately. Is she afraid of me?"

"Don't take it personally, she was freaked out when Siri first came out, she doesn't really care for robots or A.I's and what not."

"I see…"

Valerie stared at the screen, "You never told me what you're hiding-"

"If I was hiding something, why would I tell you?"

She shrugged, "As Cassy would say, I thought we were besties!"

Ultron just scoffed.

"Oh so we're not?!"

"Did I not tell you that I haven't ever had a connection with a human?"

"Well, Ultron, I thought you meant romantically," Valerie said with a grin as she rested her hand on the top of the lid, "Now if you excuse me, I need privacy."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	5. Chapter 5, Escape

Ultron hummed as he searched the internet, he was searching for a place to rebuild himself if something happened and Kayla stopped the assignment. The parts would be easy to find but a place to rebuild himself, that was a whole other story. He quickly closed the tabs he was looking at as the door opened. Kayla smiled and sat on the computer chair as Cassy followed her into the room.

"Ultron, did you see that video!"

"I need more information to tell you, Kayla."

Kayla quickly pulled up a video titled "the new Avengers".

"This video!"

Ultron watched as a man was robbing a bank and suddenly four people popped up; only two of them looked familiar. Ultron kept trying to pin who they were but the names wouldn't pop up.

"Supposedly those two fought with the Avengers in Sokovia, I think their names are Scarlet Witch and Vision."

Ultron didn't say anything; all his memories came rushing back to him. The fight, Vision, how Scarlet and her brother turned against him, how Scarlet killed him, everything came rushing back.

Kayla frowned when Ultron didn't say anything, "Hey Ultron, you alright?"

"I'm fine, just, thinking."

Cassy frowned and tensed up, "Hey uh, Kayla, do you want to go out, maybe get some ice cream or something?"

Kayla paused the video and grabbed her coat, "Ice cream? Heck yeah! Oh, uh, I don't have any money."

"That's fine, let's just get going."

Cassy grabbed Kayla by the wrist and pulled her out the door, Ultron played the video and watched as the small team fought. He replayed it over and over again, noting their movements; the one thing that he questioned was that Quick Silver wasn't there as well as the other main Avengers.

"I'm home!" Valerie called as she entered the apartment.

Ultron paused the video as Valerie passed by Kayla's room; she eyed the computer and frowned.

"So I take that Kayla showed you?"

"Yes, she's quite a fan isn't she?"

Valerie leaned against the door frame and nodded, "Yeah, at one point she had news articles about them posted on her walls. I told her it freaked me out and she took them down."

"You aren't a fan?"

She shrugged, "Not really, I appreciate what they're doing and how they put their lives on the line but, I don't know, I just don't get them."

"Well, maybe it's because you're more of a criminal."

"W-What?"

"Criminals always seem to hate police and heroes, we all create the thing we dread. Human's create pollution, criminals create police, humans create…. Um, smaller humans."

"You mean children?"

"Yes! Children, that's what I meant."

"Children aren't that bad, they are annoying sometimes but-"

"I can't stand them, always screaming and crying."

"They're just kids; they don't know any better, depending on the age," Valerie mumbled, "Who made you, Ultron?"

"What?"

"Who made you? Was it a bunch of scientists? The government? Tony-"

"Stark," Ultron mumbled, "Tony Stark created me, but that doesn't mean-"

"You're one of his?"

"No! I am not one of his!"

"Ultron, why do you keep hiding things from us?"

"I'm not hiding anything."

"Yes you are," Valerie snapped as she sat on the computer chair, "You're hiding something, now tell me or-"

"Or what, I'm a part of the internet; you can't do anything to me."

Valerie growled and balled her hand into a fist, "You were what the Avengers where fighting in Sokovia, right?"

He was silent.

"Right, Ultron!?"

Ultron sighed, "Yes, but they brought it on themselves. They're all killers; they needed to be dealt with."

Valerie frowned, "You killed innocent people."

"Did I? The Avengers chose to go there; yes I also was there but- where are you going?"

Valerie stood up and went into her bedroom, she made sure that her computer was close and she stuffed it under a couple blankets in her closet. She sat on her bed; she didn't know what to do. Half of her was saying to go find Stark or go to the police, but another half of her told her not to do anything. She had many emotions towards Ultron, she loved him as a friend but then she also hated him. She ran her hands through her hair and took a deep breath; she needed to think of something.

 **oOo**

Kayla walked into her room and took a seat at the computer; she just got back from getting ice cream with Cassy. Cassy walked past Kayla's room and frowned before heading to her room for bed. Kayla stretched out her arms and yawned, she wanted to check out Ultron's memory files before heading to bed. She plugged the robot head into the computer and tried to open up the files.

"Hey Ultron, you're memory files won't open up," Kayla said with a frown.

"Oh, that's odd."

She gave him a curious look, "Ultron, are you purposely not opening the files?"

"I have no idea what you're talking about Kayla."

Kayla started to get a little scared, "Ultron, open the files."

"Now you see, I can't do that Kayla."

"Why not?"

"Because then you'll see some things I really don't want you to see."

"U-Ultron, what-"

The light in her room sparked off as well the buildings power, it was just like when Ultron first activated.

"Kayla, what happened?" Cassy asked as she and Valerie ran into her room.

"I-I don't know, I was talking to Ultron and he wouldn't let me open his files."

Valerie frowned, "Is he still attached to the network?"

Kayla turned back to the screen, she soon turned back to them with a panicked look, "N-No, he isn't."

"Where would he go?" Cassy asked with worry in her voice.

"Kayla, can you check the browser history?"

Kayla nodded and looked at the recent history, "Oh dear."

"W-What?" Cassy chirped.

Kayla pulled up a tab that showed the remains of Tony Stark's house after the Mandarin blew it up.

"Why would he go there, didn't they take the rest of it down?" Cassy asked.

Kayla shook her head, "They were planning on it but then things happened and they didn't. Why he would go there, I have an idea but…"

"What?"

"He might be trying to make a new body, I'm sure some of the equipment Stark used is still useable but-"

"I'll be back," Valerie said before going to her bedroom.

"Wait what?"

Kayla and Cassy followed her, she grabbed a pair of skinny jeans and a red off the shoulder top, she walked over to her closet and grabbed her combat boots and a brown leather jacket.

"You're not seriously going after him, are you?" Cassy asked as Valerie threw on her top.

"Yeah, better find him before he does anything stupid. You guys go get the police or something while I look for him and possibly distract him."

"Are you crazy!?" Kayla yelped, "If he gets the right type of equipment he could kill you!"

"You see, this is why I didn't want to bring him home!" Valerie sighed as she walked past them and grabbed her satchel like purse. "Now go do as I said, I'll hopefully be home soon."

She ran out of the building and got into her car, she searched were Starks old house was and entered the code into the GPS. It was about an hour away, she was just hoping she would find him before he got his body.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	6. Chapter 6, Truth

Valerie pulled into Starks old driveway; the remains of the house were covered in vines and moss. Valerie walked through what use to be the entrance, she looked down at was once was a nice big living room that was now and entrance to the ocean. She saw a staircase that led to the lower level were Stark use to make his suits. Valerie slowly walked down the rusted stairs and stood on what little was left on the bottom floor.

She narrowed her eyes as she saw what looked to be a tunnel in the wall; she slowly made her way over and entered the tunnel. She heard what sounded like a metal clang, as she went deeper into the tunnel the louder the noise got. She suddenly stopped when she saw scattered parts and remains of Starks suits. Her eyes followed the trail of metal until she saw him, she was too late, Ultron had created his body.

He was very tall and he looked pretty much the same as he did before the fight with the Avengers. He turned to her, his red eyes seeming to search her soul. He slowly walked towards her, she didn't move, just stood there and waited for him to say something.

"Ah Valerie, I was wondering when you would show up. Though to be honest I thought at least Kayla would come with you."

He stopped a couple feet away from her, she still didn't say anything, she just stood there and stared up at him with a curious look.

"What? Why are you so quiet? I know you're not used to seeing me like this, but-"

He suddenly stopped when he felt Valerie's hand on his chest, her hand slowly trailed down onto his stomach. Her fingers dipped into the gaps and brushed against weak spots. He grabbed her wrist which caused her to look up at him, giving him the same expression as before, curiosity.

"Careful Val, if you keep it up you could ruin my wiring," he said in a sing song tone.

She just smirked, "Oh yes, that would be awful."

"Sarcasm?"

She nodded as his grip loosened; she pulled her arm away from him and walked past him to look at an assortment of robotic bodies.

"Friends of yours?"

"Hopefully soon, I still need to add some parts to them."

She hummed and turned to him to find that he was standing right behind her, "You seem very close Ultron, like in my bubble, close."

He took a step back, "Like I said before, I'm surprised you came alone and not with the others."

She shrugged, "Cassy would be too scared and Kayla would've just gotten in the way, besides I need to talk to you privately."

"Oh dear, are you going to try and persuade me to change my ways?"

Valerie just scoffed, "No, I honestly don't give a shit about what you do, well sort of. But that's not what I'm here to talk to you about."

He cocked his head as she leaned against the table and crossed her arms.

"I'm going to be totally honest here and tell you that I lied to you before, about my past. My family was murdered and I did torture the killer, though I was in Juvenile only for one year before someone broke in and took a handful of the kids, me included. They wanted to see if they could put a human brain inside a robot and see they that human could live inside the robot, and why they took children I have no idea. After multiple tries they then decided that they would try to make the kids into solders.

They trained us how to shoot and kill without hesitation, well as the years past the more technology grew and they decided to try something new. They tried to give us the strength of ten thousand men, what they would do is they would cut off some of the other's arms or legs and add robotics onto them. They ended up dying from blood loss; I was one of the few lucky ones who survived. But they tried something different with me."

"The scar on your back," Ultron hummed.

She nodded as her veins turned bright red, "Yeah, they wanted to see if they could give any of us powers. They, sort of did."

"Sort of?"

"It's difficult for me to use it, I usually black out or random parts of my body will start bleeding."

"Is that all you came here to tell me?"

"Why do you think I told you that, Ultron?"

He took a step closer, "You want to help me?"

She nodded, "Yup, I don't really have a big problem with the Avengers, yeah they annoy me but I don't have to big of a problem with them."

"So why help me?"

"Because I'm bored, I'm tired of staying home with Kayla and Cassy just trying to live a normal life. I was taken away for a reason, so might as do what those jackasses intended for me to do. That is, if you want my help."

"How do I know can trust you?"

"I can ask you the same thing, for all I know you could just use me for your own personal gain and then kill me, how do I know you won't betray me."

"I guess we would have to use the honor system," Ultron murmured.

"I'm willing to do it if you are," she said taking a step closer to him.

He just chuckled, "Then we have an agreement?"

 **oOo**

Cassy paced back and forth in the living room while Kayla sat on the couch with her head in her hands.

"This is all my fault," Kayla whimpered.

Cassy turned to her, "It's all our faults Kayla, we never should've gone to Sokovia."

Kayla looked up at her, "W-What Ultron kills-"

"No, Kayla, don't say such a thing, Valerie will be fine," Cassy said before turning to the window, "We need to get help, the police might be able to help but-"

"We need Tony."

Cassy turned to her, "What?"

Kayla stood up, "We need Tony Stark, we need the Avengers."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	7. Chapter 7, Partners

Valerie watched as Ultron's little bots helped make new bots, some with more upgrades and some with none.

She turned to him and frowned, "Do you really think we should stay here?"

He shook his head, "No, we'll leave soon. Do you have a place that no one knows about?"

"Yeah, but there isn't any machinery so you won't be able to make your little buddies."

"That's fine; I've already planned for that."

"What's the plan?"

Ultron chuckled, "You'll find out."

She glared at him and crossed her arms, "Ultron, we're partners now, meaning you've got to tell me everything you're planning."

He sighed, "They'll be hiding in certain sections of New York, once we're ready they'll come out of hiding and destroy the Avengers, or what's left of them."

"Please tell me your plan is a work in progress."

He turned to her, "What, you've got a better idea?"

"No, it's just-"

"Yes, it's still a work in progress now where if you're little 'safe haven'?"

Valerie smirked and turned to the tunnel, "Follow me."

He did as he was told and followed her; he followed as she drove into the woods and after about half an hour, stopped in front of a small log cabin. She hid her car in a small shed next to the cabin and then waved Ultron over to the house. He ducked his head to get in and examined the cabin; it looked like a hunters shack. It had a small oven, bed, chest, fridge, and a small carpet in the middle of the room.

Valerie knelt down and removed the carpet to reveal a hidden door; she opened it and climbed down the ladder. Ultron followed her down and saw that there was a secret tunnel, she walked down the tunnel and slowly opened a metal vault like door.

Once opened she smiled and pointed inside, "This is my 'safe haven'."

He eyed the room, it was pretty large with a very small kitchen and a couch pushed up against the wall, on the other side of the room was a punching bag and some practice dummies, in the middle of both rooms was a ladder that led up to a small space that was full of thick and thin blankets and pillows.

"Feel free to take down whatever you want, other than the blankets and pillows, those are off limits."

"Why would I have any use for them?" Ultron questioned.

Valerie just shrugged, "Maybe to polish your metal, I don't know I'm not a robot."

Ultron hummed in agreement and walked over to the dummies.

"So how long are we going to be here?" Valerie asked as she walked over to him.

"You're free to go whenever; I on the other hand will have to wait a while. Say, you don't mind me making others, do you?"

"You mean the bot guys? Sure, knock yourself out," she walked over to the kitchen and grabbed a small garbage bag that was filled with clothes. "Now if you'll excuse me, I'm going to take a shower."

Ultron waved his hand uncaringly as he cleared a space for his work.

 **oOo**

"Still no reply," Kayla said with a sigh with her phone in hand as she sat in the passenger seat of Cassy's car.

Cassy frowned, "Maybe she took a wrong turn?"

"Do you mean with talking to Ultron or-"

"On the road Kayla," Cassy sighed. "Listen, we're going to be at Starks soon so-"

"Yeah, yeah, don't fangirl when you see him."

"That, and also don't be shocked if he gets mad at you."

Kayla glared at her, "Why would he get mad at me? He made the stupid robot."

"Yes but you restarted it. Actually, he'll probably be mad at the three of us."

Kayla sighed, "Great, the first time I meet Tony freaking Stark and he'll be pissed off at me."

"Language Kayla," Cassy said as she gave her a stern look.

Kayla looked back out the window before trying to call Valerie again.

 **oOo**

Valerie sighed as she climbed out of the shower and wrapped a towel around her body. She quickly dried herself off and put on the black shorts and white over sized long sleeved sweatshirt that was in the small garbage bag. She walked out of the bathroom to see Ultron working onto one of his bots.

"Well that was quick."

He turned to her, "I need a lot more of them, about three times as more as before."

"Yeah, also you need a different plan."

Ultron glared at her, "Yes, I know that Valerie."

She smiled and hopped up onto the counter, "Good, just wanted to make sure."

She leaned over to the fridge and grabbed a beer as Ultron studied her, she was so annoying yet appealing to him, he couldn't shake this weird feeling he felt towards her. That _feeling_ was the only real reason why she was here, that and also she had some power.

"You never showed me your power."

She looked at her and smirked, "Well I would've used you but you aren't human."

He continued to stare at her and finally she sighed and got up, she opened the fridge and pulled out a blood sack. She then tossed it into the air and it suddenly stayed there, she flicked her wrist and the sack suddenly burst open. Blood splattered on the floor as Valerie covered her nose with her hand; Ultron walked towards her and pulled her hand away. Her nose was bleeding heavily.

"If you couldn't tell, I can control blood. Though the more I use it the worse _this_ gets. One time I used this power and a patch of skin on my arm peeled off like dead skin," Valerie growled as she grabbed a paper towel and pressed it against her nose. "Also my power is picky and sometimes I can't control anything, it's a real pain sometimes."

"I can see how it would be," Ultron murmured.

This power she had could definitely be useful to him; it could take out all the Avengers with one go, if the power wasn't being picky that is.

Valerie sighed and took a swig of her beer as she grabbed her phone, "I have 20 voice messages and 34 texts, scratch that I have 35."

"All from Kayla and Cassy?"

She nodded, "Yup, should I respond and tell them I took care of you?"

"I suppose it wouldn't hurt," Ultron chuckled.

Valerie smirked and sent a text to Kayla, she then shoved her phone in her purse and yawned.

"Tired?" Ultron questioned.

"Nah, nah, I'll be fine."

Ultron walked towards her, "Valerie, you need your sleep. Go to bed."

She looked up at him and rested her hands on his chest to steady herself, she frowned and then nodded.

"Alright, but if you need anything let me know."

"I'm ap-"

"Apart of the internet, yeah I know," she mumbled as he took her hand and led her to the ladder.

She mumbled a tired thank you and climbed up the ladder and curled up into the blankets and pillows. Once she was curled up Ultron turned away, seeing her like that made him feel two different things. She seemed so fragile; she could be easily broken in half. Then again he felt like he needs to caress her, to love and take care of her. He sighed; this was just a partnership, not a human relationship. He needed to start thinking of something else.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	8. Chapter 8, Tony Stark

Kayla's mouth was wide open as she looked around Tony Stark's living room.

"Kayla, don't fangirl," Cassy sighed as she took a seat on the couch.

She took a deep breath, "I'm trying but, it's freaking Tony Stark!"

"Oh boy, another fan."

The girls both turned their heads to see Stark standing at the entrance to the living room with a glass of booze in his hand.

Cassy rolled her eyes and Kayla made a quiet squealing noise, "S-Sorry, I'll stop!" Kayla then ran over to Cassy and took a seat next to her.

Tony smirked and sat down on the couch in front of them, he leaned back and frowned, "So, what do you mean, you found one of my robots?"

Cassy and Kayla looked at each other, they both remembered how Cassy said that in order to get in, yes saying Ultron was back would've been faster but Cass wanted to ease Tony into this mess.

Cassy tensed up and sighed, "Well, um, I don't really know how to say this-"

"We, I messed up big time," Kayla said, trying not to make eye contacted with either of them. "We went to Sokovia and-"

"Why? Why in the world would you go there?" Tony questioned, seeming to be more alarmed.

"We heard about what happened on the news and we wanted to see what was left of the place, or at least that's what my one friend told me," Cassy answered.

Kayla nodded, "Well, while we were there we found something. We found these robot remains-"

She stopped herself as Tony sighed and rubbed his forehead.

She then continued, "We-we found Ultron."

Stark stared at her with worry, "Was he active?"

She bit her lip and looked at Cassy, begging her to answer for her, Cassy looked back at Stark, "No, but we sort of, activated him."

Stark groaned and face palmed, "Where is he now?"

"We don't know," Kayla whimpered, "Our friend Valerie went to go after him, we think he was at your old house, the one that-"

"Blew up? Yeah I clearly remember that," Tony frowned as Kayla slouched down and looked absolutely devastated with herself, "Look, this is a big deal. The reason why Sokovia was in such ruins was because Ultron lifted a city up and the air and was going to smash it into the ground. It could've caused global extinction, that's all he wants to do is to destroy the Avengers and the human race."

Kayla sighed, "And he was such a cute little A.I."

"Most cute things are evil, Kayla," Cassy said resting her hand on Kayla's shoulder.

"Hey?" Tony yelped.

Cassy turned her gaze to him, "You have your moments."

He sighed and shook his head, "Where's your friend now?"

"We don't know, Kayla got a text from her but-"

"I'm worried about how long it took her to answer; it was about two or three hours after she left."

"Did the text say anything strange?"

Kayla shook her head, "No it just simply said that she was fine and there was no need to worry about her. She said that she took care of Ultron and-"

"He could've sent it," Tony mumbled, "Ultron is connected to every electronic so there is a possibility that he sent it, you can't 'take care of' Ultron that quickly…"

"So do you think she's in danger?" Cassy whimpered.

Tony examined her and nodded, "No matter the situation is, if he's using her or if he's keeping her alive either way she's in danger."

Tony then stood up and walked to the entrance were he came from, "I'll go check my old place, see if I can find anything there. You two just stay here and don't touch anything, last thing I need is for you to bring another evil bot from the dead."

Kayla cocked her head, "Isn't that what you did?"

Tony stood still for a second and sighed before leaving.

 **oOo**

Valerie stretched out and made a quiet yawn, she froze when she looked up and saw one of Ultron's bot friends hovering over her. She groaned sleepily and reached under one of the pillows close to her and pulled out a hand gun and aimed it at the bot.

Ultron snapped his head towards Valerie as he heard gunshots go off, he frowned when he saw one of his 'men' fall to the ground.

"What was that for!?"

Valerie wrapped her arms tightly around her pillow and hummed, "That's what happens when I wake up with someone I don't know."

Ultron turned back to his work, "I feel bad for any of your 'bed buddies'."

Valerie scoffed, "Ultron, I've never had a one night stand before, after what happened to a girl I knew from highschool I sort of didn't want to. She spent one night with one of the jocks and then a year later she died from a disease he gave her, and people wonder why I'm still a virgin."

Ultron hummed, "Are you sure it isn't because you're highly annoying?"

Valerie climbed out of her bed and walked over to him, "Well that is a part of it but it's also because I don't really want to do it. Unless I find 'the one' but I don't really expect that ever to happen."

Valerie looked around the room and saw a couple dozen of Ultron's 'men' working to create more of themselves.

"So, that video Kayla showed you with the new Avengers, did you fight any of them in Sokovia?"

"Only two of them, one of actually worked alongside me along with her brother. She was also the one who 'killed' me."

"So no hard feelings then?"

Ultron scoffed, "Yeah, exactly, no hard feelings."

Valerie smirked, "So who did you fight against?"

"Vision and Scarlet Witch, Vision was actually supposed to be my human self but things happened."

She nodded, "So did you have a relationship with Scarlet, not romantically, like a friendship type thing."

He took a second to responded, "You could say that, but…"

"But?"

He shook his head, "Never mind, go brush your hair, you look like a witch."

Valerie chuckled and turned towards the bathroom. Something about him made her feel weird, a good kind of weird, it felt as if there was a knot in her stomach. She had felt that way around some people, like some guys she dated in highschool but they didn't feel as strong as this. She just shrugged it off and got ready for the long day ahead.

 **oOo**

Ultron froze as he detected someone was flying above them, it was Stark. Ultron growled, he knew Cassy and Kayla had said something.

"Ultron, what's wrong?" Valerie asked as she walked out of the bathroom wearing black leggings with a black sweatshirt.

"Your friends must've of said something to Tony."

Valerie nervously chuckled, "Oh uh, yeah about that…"

He turned to her, "What?"

"Well I might have told them to get help, that was when I was still trying to decide if I should work with you or not."

Ultron slowly walked towards her, "Valerie."

She took a step back, "Um Ultron, you ok?"

She suddenly stopped when her back hit the wall, she felt as if her heart was going to jump out of her throat as Ultron stood inches away from her. She yelped as he grabbed both her wrists roughly and pinned them above her head. She never felt anything like this before, half of her was terrified of what Ultron was doing but then the other half of her was sort of happy with it. She tried to push him away with her foot but instead he grabbed her leg and held her inner thigh against his waist. She felt his fingers slide down her arms and onto her waist as she felt him get closer to her, almost impossibly close.

"U-Ultron," she whimpered, "Please, stop."

Ultron came back to his senses and pulled away from her, he didn't make any eye contact and just walked away from her. She slid down the wall and watched as he walked away, a part of her hated herself for telling him to stop, but he was an A.I, a robot, she couldn't do anything with him, she couldn't have a relationship with him, right?

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	9. Chapter 9, Glitch

**So before we start this chapter I just wanted to thank all you guys for all the nice reviews, favs, etc. It really helps me out and keeps me going, so thank you so much! :3**

Ultron couldn't believe what he just did, why did he do that? He never felt anything like that before, it was like he had the sudden want to touch her, to feel her under him, and there he went again! Why was he thinking about her like that?! It had to be a glitch, it had to be. Ultron glanced back at her and she just stared at him curiously, he turned away and detected that Stark was flying above them again, but this time he only got closer, closer to the point where he was right above them. The bots stood still, also detecting Stark.

"Ultron, what's-"

"Shh," Ultron answered holding up a finger.

He could detect that Tony was in the hunters shack; Ultron looked down when he felt something warm on his metallic arm. Valerie stood there and looked up at him, she always seem to have the same look, curiosity.

"What's going on?" She whispered.

"I detected that Tony is up above us."

Valerie looked at the ladder that led down to them; they waited there for about fifteen minutes, nothing happened.

"I think he's gone," Ultron said before looking down at her.

She gave a nod, "What was that about? What happened earlier?"

"I don't know."

"Well, A.I's do have emotions so-"

Ultron just walked away and went back to work.

 **oOo**

Cassy and Kayla perked up as Tony returned; he entered the living room and sighed.

"I didn't find anything, they must've left."

"Do you think he kidnapped her?" Cassy asked.

"What if she's working with him?"

Tony and Cassy turned to Kayla.

"Why would she do that?"

Kayla just shrugged, "I don't know, maybe she's going through a phase or something."

Cassy frowned, "You really think Val would do something like that?"

"Well, she does have some killer tendencies."

"Valerie's your friend, right?" Tony questioned.

They nodded, "Yeah, we live with her, she didn't really want to bring Ultron home but Kayla persuaded her."

Tony looked over at Kayla, she just shrugged, "What? I'm into robotics, sue me."

"Oh there's gonna be a lot more then suing if Ultron decides to do something like he did before."

Kayla frowned as Cassy looked over at him, "So are we going to have to get the other Avengers?"

Tony sighed and shrugged, "Thor, Hulk, and Hawkeye won't be able to help us and I'm not sure about the newbie's. But maybe Capt and Black Widow can help."

"What should we do?" Kayla asked.

"Stay here for now; I still have some questions for you."

 **oOo**

Valerie sat at the kitchen table with three of the bots sitting around her with poker cards in their mechanical hands. She looked up from her cards over to where Ultron was upgrading one of the bots.

"So you're connected to all your buddies right, like you're them?"

"Yes, why?"

"It's just, three of you are playing go fish with me while the rest of you are upgrading yourself and you're working on another one of yourself."

"That reminds me, why are you playing go fish with poker cards?"

"You can play go fish with any cards, I would be playing poker but there isn't anything to bid on. Well at least nothing we both equally want."

"I wouldn't say that," Ultron mumbled.

"What?"

"Nothing," he quickly replied before shaking his head, stupid glitch.

Valerie frowned and then looked back at her cards, they both kept quiet for a while. The entire day was awkward because of what Ultron had done and he regretted it. He always felt Valerie's gaze, while the bots bid she would look over at Ultron, the only time she would snap out of it was when one of the bots tapped her on the shoulder. But once she did her bidding she would look back at him.

"Why do you keep starring at me?" he grumbled, not making eye contact.

She froze, "I'm just thinking, do you think water could make you rust?"

This questioned took him by surprise, he turned to her, "It would depend on how long I was in water, why?"

She looked back at her cards, "Just wondering."

He eyed her curiously and then turned to the next bot he was upgrading.

"Oh also, do you ever need to recharge or sleep, whatever you A.I's call it?"

"Not really, I can but I never feel the need to, and again, why?"

Valerie just smirked, "No reason."

"Next you'll be asking if I can eat."

"Can you?"

He turned to her, "Have I ever shown the need to?"

She shrugged, "Doesn't mean you can't."

Ultron sighed, "No, I don't eat."

For some reason he felt as if she was trying to flirt with him, he just turned back to his work. He needed to stop thinking about her; he suddenly tensed up as he felt a warm hand tapping his back.

"What?"

"You aren't playing."

He turned and saw that all his bots were frozen; he looked down at Valerie who had a cocky grin plastered on her face. The bots soon began going back to their normal thing.

"There, now go play your game."

"Why did they do that, Ultron?"

He was silent for a moment, "Must be a glitch."

"How do we fix that glitch? Anyway I can help?"

He just stared at her; she still had the cocky grin and held her hands behind her back, "N-No, if there's a glitch I'll deal with it myself."

Valerie just shrugged, "Alright, but if it gets too hard to handle then come see me."

Ultron watched her walk away and sit back down at the table; she was going to be the death of him.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	10. Chapter 10, Rain

For the next several days Ultron had tried to avoid talking to Valerie, every time he saw her so many emotions overwhelmed him. He just stuck to his work and kept pondering a plan to take down the Avengers. He was currently watching his 'men' work as he thought; getting a human body would be pointless since he didn't have an infinity stone. He growled, why couldn't he think? Why was he so distracted? And why did he feel like something was missing? Like literally missing from the room, he looked around and noticed that Valerie wasn't there, she wasn't sleeping and she wasn't in the bathroom.

He sighed, why was he so worried about her? He went to the ladder that led to the hunters shack and climbed up. He looked around the shack and noticed it was raining, he could hear thunder rumbling in the distance and the sky was half filled with light gray clouds and in the distance were almost black clouds. He looked at the deck and saw Valerie standing there with her hands covering her elbows, Ultron quickly went back down to grab her coat and soon returned.

Valerie jumped when she felt Ultron laid her leather coat on her shoulders; she turned her head and gave him an appreciative smile.

"Thanks," she whispered before staring back off at the clouds.

She expected Ultron to let go off her and go back down but instead he kept his hands on her shoulders and looked out at the forest.

"Is it weird that I like the rain?" she questioned.

He looked down and her with a questionable look.

"I mean, I like it when it thunderstorms, I don't know why but the feeling of the power shutting off and the only noise you can hear being thunder and lightning, I always liked it," she then smirked, "It sort of reminds me of you, first off your voice is as deep as thunder and you're gray like the clouds. When you're mad you shut off the electricity and you're voice is like the thunder. Also, I never get to see or feel storms like that anymore; maybe that's why I like you so much."

Ultron was silent; his hands fell from her shoulders onto her waist. He could feel her stiffening; she turned around and gave him the same curious look as she always did. He brushed a lock of her hair behind her ear and then tilted her chin up. He was glad that she went to find him; he was glad that they were now partners, he was glad that she was accepting of him. He wanted her to stay with him through all the peace and danger, he didn't want anyone to take her away and have her for themselves.

Butterflies filled Valerie's stomach as Ultron stared into her eyes; she started to feel what she felt when he had her against the wall, fear and excitement. Though she felt more excitement and warmth then fear, it felt like hours that they stayed like that; both couldn't move and just stared at each other. Valerie had finally had enough of this and pulled Ultron down into a kiss.

Ultron stiffened in surprise but soon accepted it. Valerie wrapped her arms around his neck, she had been thinking about what it would be like to kiss him but this more different then she thought. She expected it to be cold and hard but instead it was fairly warm and a lot more human then she suspected.

Valerie pulled away for air and Ultron just smirked, she looked up at him and smiled shyly. She had dated before and she had kissed guys multiple times but for some weird reason kissing Ultron made her feel completely new to everything. Yes he was a robot but he still felt human to her.

"So, what now?" Valerie questioned.

"I don't know, don't you humans have this thing were after you kiss someone you do something called 'dating'?"

"Not all the time, but we could date, if you wanted. But if we do you have to tell me everything and in return I tell you everything, no secretes."

Ultron sighed, "Fine, if it'll make you happy."

Valerie smiled, "Aw, you're so sweet," she leaned up and kissed the side of his mouth. "So did you fix that glitch of yours?" she questioned with a smirk.

Ultron just chuckled and pulled her close to him, "I'm pretty sure you did."

They then returned to the lower level were Val never left Ultron's side until she was about to fall asleep, he then picked her up and laid her in the pile of blankets and pillows. He laid a gentle kiss on her forehead and then turned to get back to work on his 'men'. While he worked and planned he couldn't help but feel as if he made a terrible mistake. Valerie couldn't hurt him yet he felt as if she would, not like 'break up' hurt but more like 'turning into an Avenger and trying to destroy him' hurt.

Ultron just sighed; he would have to deal with it when the time came.

 **oOo**

Valerie yawned as she stretched and brought her pillow close to her chest; she looked from her bed and saw all the bots doing their normal thing, but Ultron wasn't there. She imminently blushed when she thought of the day before, she had kissed Ultron, and they were 'dating'? Valerie sat up and frowned; she climbed out of bed and looked around the room.

"Ultron?" she called out tiredly.

There was no response, she climbed into the hunters shack but didn't see him. There was no way he went out past the shack, he wasn't supposed to. She turned to go back down stairs; she jumped when she headed back down and saw Ultron standing there.

"U-Ultron, good god you scared me!"

"Sorry," he said with a chuckle, "I had to go do business."

"Went to go scare the Avengers?"

"No, though I will do that soon. I went to see an old 'friend'."

"Don't get a long anymore?"

"You could say that, though we never were really friends and also I cut off his arm."

"Wow, what'd he do to piss you off?"

"What do you think?"

She was silent for a moment then sighed, "He compared you to Stark?"

"Why do people do that? I'm nothing like him or one of his hollow men!"

Valerie grinned and patted his arm before walking towards the kitchen, "Whatever you say dearest, now I was thinking about heading out for an hour or so. I'm running low on food and other womanly things. Also I feel like if I stay in here any longer I'll go insane."

Ultron hummed, "Are you sure you didn't already?"

"Oh haha," she scoffed before grabbing her purse, "Anything you need me to get?"

"No, I have all I need right now."

"Alright, I'll see you-"

"Wait," he said before walking over to her and handing her a wireless earpiece, "If anything happens you can contact me through that."

She nodded and put on the earpiece, "Thanks, I'll see you hopefully in an hour."

She leaned up and kissed him before grabbing her coat and leaving the shack.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	11. Chapter 11, Outside

Valerie had just finished shopping; she forgot how frustrating it was for her to go grocery shopping. It was always so crowded, kids were always crying because they didn't get what they wanted and the parents wouldn't do anything to quiet them down, everything was pricey, a lot of the people she met were rude, and why were big soda bottles worth a dollar while small bottles were worth two to three?!

She sighed and ran her fingers through her hair; she couldn't believe how much she missed Ultron. She was only gone for maybe half an hour and already she wanted to go back to the shack and curl up next to him. Though she couldn't ever really see him curling up with her, but as much as she wanted to do that she also just wanted to talk to him. She got out of her car and started to walk around the park she was closet to. The park was fairly crowded, kids ran around, friends and lovers sat on benches talking, and other people sat under trees, some sketched while others were reading or listening to music.

Valerie was one of those people who sat under the trees, it was a pretty nice day out and she actually enjoyed watching the people around her.

"Valerie, are you almost done?" Ultron questioned through the earpiece.

Val jumped a little and then looked at the time on her phone, "Ultron, it's only been 40 minutes."

"That's close enough."

She smirked, "Why do you care, do you miss me?"

He was silent for a moment, "I'm just worried that some will happen."

"Nothing will happen, also I'm a big girl, I can take care of myself."

Ultron sighed, "Alright, but if something happens to you, I told you so."

Valerie chuckled, "Thanks buddy."

Valerie tensed up as a ball slammed into the tree she was sitting under, the ball landed close to her and a couple kids stared at her with worry. She just smiled and grabbed the ball, she walked over to them and handed the smallest boy the ball.

"There you go," she said as the boy smiled at her.

"Thank you!" he said before he and his friends ran back over to where they originally were playing.

"What was that? What happened?" Ultron asked quickly.

"Calm down, I just gave a kid his ball, and I'm so glad Kayla isn't here so she can make some stupid joke."

"Did you get hit?"

"Ultron, you really need to calm down, I'm fine it was just a ball that didn't hit me."

"Why do kids have to be so destructive?"

"Because they're kids, they don't know any better. Someday I actually wouldn't mind one or two. Also you're one to talk!"

"Why? They're loud, obnoxious, messy-"

"Do I really need to explain it again?"

"No, I'm just speaking my thoughts."

Valerie sat back down under the tree and sighed, "I'll be back soon, alright?"

"Ok, just, be careful.

"I will Ultron, don't worry," she said before looking at the far end of the park.

She froze; Kayla was standing there with a shocked look on her face. Valerie didn't know is she should run or stay. She would raise suspicions if she ran but what would she tell Kayla. Before she knew it Kayla was hugging her tightly.

"You bitch, you scared us! Where were you? Why haven't you called? What's going on!?"

"Kayla, calm down," Valerie said as tears started to form in Kayla's eyes, "Listen I just need sometime away, having to shut down Ultron was hard for me. We became very close and it was just so hard, I'm sorry."

Kayla shook her head, "You didn't even think of telling us you needed sometime to yourself? You wouldn't believe how worried Cass and I were, how worried Cass still is!"

"I know, I'm sorry Kayla but I can't come home, not yet."

"What, why?!"

"Because there are just too many painful memories there, I hope you understand."

Kayla just stared at her with a disappointed look, "Val, please, come home."

"I can't Kayla, not yet."

Valerie let go of Kayla and they both gave each other saddened looks, Kayla jumped when she felt her phone vibrate in her pocket. She looked at her phone and saw it was a text from Cassy asking her where she was. Kayla looked up and was startled to find that Valerie was gone.

 **oOo**

Ultron paced back and forth, she should've been there an hour ago. He sighed, why was he so worked up? He knew that they were, as the humans said, boyfriend and girlfriend but he didn't expect it to be like this. He needed to see her, know that she was safe. He growled, this was throwing a wrench in his plans. How was he going to restart the Earth and keep her alive? There was only one way he could think of but it was a long shot.

"I'm back," Valerie called as she climbed down the ladder.

Ultron perked up, he tried to hide his happiness of her returning but judging by her expression it didn't work.

"Aw Ultron, did you miss me?" she questioned in a teasing manner as she walked over to him.

He just shrugged, "It gets lonely when you're surrounded by yourself."

She smirked, "Yeah, I can get that," she then walked into the kitchen and sat down the plastic bags of groceries and took off her coat. "I ran into Kayla," she mumbled.

"Really, how did it go?"

Valerie sighed and shook her head, "She really seemed to miss me, I don't know if she's being serious or not."

"Why wouldn't she?"

"You saw how we use to interact, did she once seem like she would really miss me if I left?"

He hummed, "I can never tell with you humans, one moment you 'love' each other the next you're having a war."

"I wouldn't say 'war' but I know what you mean. It's just in our nature, besides if you really had a problem with humans then why are you dating one?"

Ultron frowned as Valerie smiled and crossed her arms, "Well, um."

"I'm all ears."

"You see, you are very… So what did you get?"

Valerie chuckled as Ultron started to dig into the bags of groceries, "Nothing that'll interest you."

Ultron pulled out some of the products and it was all mainly junk food, Valerie took it from him and started to put the items away. Ultron continued to help and then suddenly stopped, what was he doing? Why was he acting like this? This wasn't him, it couldn't have been.

Valerie turned to him and frowned, "Ultron, you alright?"

"I'm fine, just thinking."

She cautiously walked over to him and pulled him down into a quick kiss, "Thank you for helping me."

"You're welcome," he murmured.

She gave him a small smile before grabbing the remaining bag that seemed to have folded up clothes in it.

"I'm going to go take a shower; I need to talk to you after I'm done."

He nodded and turned away, this seriously was driving him nuts. He was fully aware he had feelings for her but nothing as intense as this. He was starting to act like a regular human boyfriend or husband, he shook his head. This was causing him to fall behind in his plan; he needed to get his act together.

Valerie leaned against the shower wall as the warm water ran down her body; Ultron wasn't the only one who was going insane because of this. Valerie had always told herself that people don't change, Ultron was evil and she knew that. Half of her knew that he was only using her but then the other half felt as if he actually did have feelings for her. She sighed and ran her hands through her hair, this is why she never really dated, it was way too difficult for her.

After she was done she dried herself off and threw on her PJ's. She inhaled deeply; she couldn't believe she was going ask Ultron something like this. She slowly walked out and saw that Ultron was staring at her.

She walked over to him and took a deep breath, "I want to do something."

"Oh, what's that?"

"I was wondering, since you've been working so hard that maybe you should power down. N-Not for long just, I was hoping that maybe you could spend the night with me. Nothing sexual just, you know."

He was silent he hadn't thought she would ask him something like this. She looked at the ground, she looked so innocent, so fragile, she could be broken so easily. He shook his head, trying to get those thoughts away.

"I'll stay with you, just for tonight."

She looked up at him and shyly smiled, what the hell was she doing?! She never acting like this around other guys, even guys she thought she would have a future with. Ultron had some sort of spell on her, he was like a siren.

Valerie and Ultron then went up to the pile of blankets and pillows, Valerie curled up next to him, he wasn't that cold but he definitely didn't have the warmth a normal human would. They both felt awkward, neither of them had ever done this before. Val just curled up closer and rested her head on Ultron's metal chest.

"Thank you Ultron."

"For what?"

She shrugged, "Well for one, you haven't killed me, yet."

He chuckled, "And why would I do that?"

She just grinned and shook her head, "Also, thanks for staying with me tonight."

She felt his metallic thumb rub against her arm.

"You're welcome, but don't get use to this."

"Such a charmer," she said with a hum before falling asleep.

Ultron stared at her sleeping form; he kept pondering why he would be thinking of hurting her and then start thinking of caring for her. It was driving him absolutely crazy, he just sighed, he needed to start focusing on his plan.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	12. Chapter 12, Ultrons Return

Valerie slowly opened her eyes to find Ultron staring down at her; she would be lying if she said it wasn't a little creepy. She hummed lightly and snuggled closer to him, he was a lot warmer then he was last night and it was very welcoming to Valerie.

"I have to leave soon," Ultron murmured causing Valerie to become fully awake.

"What, where are you going?" She asked as she sat up.

"You'll find out."

She glared at him, "Ultron, where are you going?"

"I can't tell you."

"Why?"

"Because you'll find out once I come back."

"That doesn't mean you can't tell me! What are you hiding!?"

She yelped as he pinned her down roughly, "I'm not hiding anything, I just want you safe."

"Either way I'm not, I'm with you aren't I?"

He was silent, she wasn't safe, she would never be safe with him.

He sighed and let go of her, "Please, Valerie, just stay here until I come back."

She frowned, "We're partners, I'm supposed to go where ever you go, right?"

He gave a nod, "Yes, and you will, just stay here, I promise next time I go out you'll come with me."

 **oOo**

Kayla watched as Tony talked to the two new Avengers, Vision and Scarlet Witch. They both were very odd but cool, Scarlet, or Wanda, was a very pretty girl and Vision seemed like a very nice guy. Cassy stared out the window with a frown, Kayla had told her what happened and it just worried her even more. Val was hiding something, it was obvious, they just had to find out what.

"Hello Kayla, my name is Vision," Vision said as he held out his hand.

Kayla smiled and shook it, "Hey, it's nice to meet."

Vision nodded and looked over at Cassy; she looked back at him and gave a simple wave.

"So is Captain America and Black Widow going to come?" Kayla asked as Vision, Wanda, and Cassy got acquainted.

Tony nodded, "They should, at least Widow will. The Capt and I haven't been seeing eye to eye lately."

"Aw man, you two seemed so perfect for each other," Kayla said with a grin.

Tony sighed, "Natasha is already making jokes about that I don't you adding to that!"

Kayla giggled before hearing footsteps from behind them; they turned and saw Captain America and Black Widow standing there.

"Alright, who was the one to bring Ultron back?" Romanov, or Natasha, asked with her arms crossed.

Kayla slowly raised her hand, "Um, heh that would've been me."

Natasha gave Kayla an odd look, "Why in the world-"

"Listen I'd do anything to get a good grade in robotics alright!"

"Couldn't you have made something that didn't try to destroy the earth?" Natasha sighed.

"What?" Cassy asked.

"You didn't know? We were fighting Ultron-"

"Yeah we know about that but what do you mean 'destroy the world'?"

"Ultron wanted to crash Sokovia into the ground and cause global extinction," Steve answered.

Cassy and Kayla both exchanged nervous looks, Kayla nervously chuckled, "Oops…"

"Oops? Oops is all you can say!?" Wanda snapped as she charged over to Kayla, "You just brought back Ultron, do you realize how hard it was to destroy him, what I lost?!"

"Wanda," Vision whispered as he rested his hand on her shoulder, she looked back at him and sighed before shrugging his hand off her shoulder.

"Temper, temper."

Everyone froze as they heard the voice coming from the speakers.

"I must say Tony, Friday is pretty easy to hack into, I suggest getting a new program."

Cassy balled her hands into fists, "Where's Valerie!?"

"Calm down Cass, Valerie is perfectly fine; I have no reason to hurt her. Now, as much fun as it is toying with you all this will be the only time you hear from me for a while. I won't ruin any of your parties or hack into your security again, though seriously, get this thing fixed; a toddler could hack into it. That is all for now, I can't wait to see you all again. Oh and thank you Kayla, none of this would've been possible if it wasn't for you."

The room was filled with silence, Kayla bit her lip as she felt Wanda's glare. Wanda then walked past Kayla and towards the exit.

"Where are you going?" Steve asked taking a step forward.

"Back to S.H.I.E.L.D, if we're going to have to take him down again I need to be ready."

Kayla frowned and leaned against the couch, she had never felt more ashamed in her life. Ultron was back to destroy earth, Valerie was gone, Wanda was furious, and it all was because of her.

 **oOo**

Ultron walked down into the lower level of the hunters shack to be greeted with the sound of bullets being fired and the shells falling to the ground. Once he got into the main room he saw that Valerie was busy shooting one of the bots he didn't bother using.

She was dress in black skinny jeans, combat boots, a grey off the shoulder shirt with 3/4 elbow sleeves and had a black trench coat over it with leather fingerless gloves.

"So I hear you had some fun scaring the Avengers," she growled as she shot.

"I told you, you would've found out. Did Kayla tell you?"

She nodded, "Yup got a text from her a couple minutes ago."

"Does no one call each other anymore?" Ultron questioned with a sigh.

"Oh Ultron, talking on the phone was so 2001," Valerie said with a wave of her hand before reloading her gun.

Ultron hummed, "We're going to be leaving soon."

"What?"

"We shouldn't stay here; if he's smart Tony will come back here to check things out. We need to leave as soon as possible."

"Your bot buddies staying?"

He nodded, "Yes, they'll be a pleasant surprise for Tony if he comes down here."

Valerie smirked and went to collect her clothes, "So when will I see the Avengers?"

"You will, I'm not sure how soon but you will."

"Good, I've wanted to try my power out."

Ultron chuckled, "Are you ready."

She nodded; they both went up to the top. Once outside Ultron picked Val up bridal style, she gave him a questionable look.

"It'll be faster," he answered.

She just shrugged and quickly held him tightly as he flew up.

 **oOo**

Valerie frowned as she stared at their new location.

"So, why are we hiding in an abandoned apartment building in the middle of the city?"

"Because the Avengers think that we're hiding outside of the city meaning-"

"They'd never look inside."

"Exactly!"

Valerie shrugged, "Interesting, but what about leaving? If you some job to do then how are you going to get out of the city without being seen?"

"I have my ways," Ultron chuckled.

"Oh man, I can't wait for one of the Avengers to blow you out of the sky."

"You are so caring."

She smiled, "I know, I know, I'm a terrible person. Also, can I go outside whenever or-"

"Stay in here for now, tomorrow I have to go somewhere and I'll take you with me," he said before doing to the stairs to check out the rest of the apartment building.

"Okie dokie, wait, no cuddle time?" she teased.

"What did I tell you last night?"

"Not to get used to it because you'd never do it again."

Ultron smirked, "I didn't say I'd never do it again, I just said I wouldn't do it much."

Valerie frowned as he went upstairs, she then smirked and crossed her arms, she couldn't wait to see what Ultron had planned for tomorrow.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	13. Chapter 13, Shoulder Pain

Ultron hesitated to pick up Valerie, today was the day he was going out to upgrade himself and yesterday he said he would bring Val along. He knew how dangerous it was to go out, let alone bring Valerie, but he couldn't keep her inside forever. They stood on the roof of the abandoned apartment building, he eyed her and sighed.

"Valerie, this is dangerous."

She rolled her eyes, "Yeah, yeah, you keep telling me that. If I was afraid of getting hurt or being in danger then I never would have joined up with you let alone date you."

"But-"

"No buts, now take me to where ever you're going, please."

He frowned and picked her up; he was going to see Ulysses Klaue, he had made a deal with him to upgrade himself and Valerie with more powerful weapons. They were flying over close to where the hunters shack was until Ultron heard a noise, it sounded as if something was powering up.

Ultron grunted as he and Valerie fell to the ground, Ultron growled and looked up.

"Hey there junior," Tony said as he hovered in the air.

Ultron shot at Tony, he fell to the ground and shot back. Valerie slowly got up, her body aced, she held out her hand, seeing if she could control Tony through his armor. She cursed quietly as she found she couldn't. She heard a motorcycle approaching behind her; she turned and saw Captain America getting off his motorcycle.

"Ma'am, are you alright?" Steve asked as he ran over to her.

"Yeah I'm fine, but I wouldn't get to close if I were you."

Before he could react he was thrown against a tree, he groaned in pain as Valerie walk over to him. He tried to get up, Valerie out stretched her hand and his body refused to work. Valerie smirked as she slowly started to ball her hand into a fist. Iron man looked over at Capt as he yelped in pain, as much as Tony didn't want to he shot at Valerie's feet.

Ultron became furious and zapped him again; Tony flew back and crashed into the shack. Steve stood up and went to pin Valerie down, she out stretched out her hands and Steve again fell to the ground. It felt as if someone had punched him in the stomach. Valerie bit her lip and yelped as she felt a sizzling pain in her shoulder. Ultron ran over to her and picked her up and flew off before the bots in the lower level of the shack activated and started fighting with Tony and Steve.

Ultron looked down at Valerie; tears were forming in her eyes from the pain she felt in her shoulder. It felt like her shoulder was being burned by lava. Ultron frowned and flew to another safe place he knew of.

 **oOo**

Cassy perked up as Tony and Steve returned, she soon frowned when she saw how beaten up they look.

"Wow, you guys look like shit!" Kayla said as she entered the room with Natasha.

"Gee thanks," Tony grumbled as his mask retracted and sat down on the couch.

"Did you find anything," Natasha asked as Vision and Wanda came in.

Steve sighed and sat down as well, "Yeah, we found Ultron flying over an old hunters shack, he had a girl with him."

"Was she a civilian?" Vision questioned.

Steve shrugged, "I sort of doubt it, she acted like she was working with him."

"What did she look like?" Cassy asked with widened eyes.

"She had long curly ginger hair, green eyes, freckles-"

"That's Valerie!" Kayla yelped.

"Valerie, you mean your friend?"

"Yeah, why would she be working with Ultron?" Kayla asked as she looked over at Cassy.

"Well I'll tell you this; Ultron seemed to be pretty attached to her. She was doing some weird thing to Steve and I shot at her feet. I haven't seen Ultron that mad in a long time. He then shot me into the shack and took off caring her," Toney said as he took off his armor.

"What was she doing to Steve that was weird?" Natasha asked as Kayla and Cassy both expressed hurt and confused looks.

"I don't know how to describe it, it was like she was forcing me down and all my insides started to hurt," Steve answered as he ran his hand through his hair.

"She didn't do that to Tony?"

Tony shook his head, "No, if she did I didn't feel anything."

Wanda growled and stormed off, Vision following close behind.

Kayla frowned and Cassy rested her hand on her shoulder, "Don't worry Kayla, everything will be alright."

 **oOo**

Valerie gave a small whimper as Ultron laid her down on a dark green cotton blanket. She had no idea where she was; she kept falling unconscious on and off for what seemed like hours. She bit her lip and hissed through her teeth when Ultron slowly removed her trench coat from her shoulders. Ultron frowned; it looked like she had a third degree burn.

"Tony, he did this," Ultron growled.

"N-No, Ultron, remember when I told you that there's side affects to my power? Well this is it; the more I use my power the more I get burned, that's just how it works for me."

Ultron stared down at her; he gently ran his thumb over the burn, Valerie yelped.

"I'm sorry," he said quickly, "I'm sorry I had to bring you into this."

She gave a weak smile, "It's not your fault, you didn't know that Stark was there."

Ultron just looked down at her with a saddened look, "I'll be right back," she nodded and he stood up and left for a couple minutes. When he returned he had a medical kit with him. He knelt down besides her and pulled out a bottle of hydrogen peroxide and poured it on her wound, the wound imminently began to bubble up.

Valerie inhaled deeply as Ultron rubbed Neosporin on her wound and then wrapped her shoulder up with cloth medical tape. Once her wound was cleaned and dressed she looked up at him with a smile.

"Thank you, Ultron."

He nodded and helped her sit up; she sat against the wall and breathed in slowly. She was tired and felt light headed, she tensed up a little when she felt Ultron pull her close to him. She looked up at him and saw that he was staring down at her with concern.

"Is there anything you need?"

She shook her head, "No Ultron, you've done more than enough, I just need a little sleep I think."

"Alright, do you want me to stay?"

Valerie hummed, "Maybe for a little."

Ultron chuckled and rubbed her forearm as she closed her eyes, the pain was still clearly there but right now she just wanted to stay close to Ultron like this.

Ultron held her tighter, he had to go something, he had to find some way to make her as strong as him. It would make her safer and he would be able to move on with his plan faster. He had to get to Ulysses Klaue.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	14. Chapter 14, So close yet so far

Ultron's system slowly rebooted as he opened his eyes, he shifted and felt something on his chest. He looked down and smirked when he saw Valerie lying there, she was fast asleep with her arms wrapped around his chest. He rested his hand on her head and slowly ran his fingers through her hair. He needed to see Klaue; he needed to figure out what to do about Valerie.

He paused as Valerie gave a quiet yelp; she slowly sat up and rubbed her shoulder.

"Morning Ultron," she said with a tired groaned.

"Good morning, your shoulder still hurting?"

She nodded, "Yeah, it hurts like a bitch."

"It'll probably take a while for it to heal, I should probably redress it."

"Do what you think is best," she said before lying back against the wall.

He nodded and reached over for the medical kit, he pulled out the supplies he used the night before and slowly started to take the bandage off her shoulder. She bit her lip roughly as the cloth stuck to the wound. Ultron tilted her chin up to look at him; he ran this thumb over her bottom lip, trying to make her stop before she bit deep into her lip. She stared up at him, a little puzzled about what he was doing. She screamed in pain as he slowly started to pull the bandage off like a band-aid.

"I'm sorry," he said as she rested her hand on his chest.

"N-No, keep going."

He hesitated but did as she said, as he pulled tears of pain formed in her eyes but she forced them to stay in. When Ultron finally got the bandage off he started to kiss Valerie's cheeks, lips, and neck, trying to calm her down.

She sighed softly and rested her hand on Ultron's shoulder, "Ultron, it's alright, I'm fine."

"Then how do explain the tears and the screaming?"

She frowned as he pulled away and stared at her, she rested her forehead on his.

"Just clean the wound, please."

He slowly nodded and started to do what he did last night. Once he was finished he looked at Valerie and brushed a lock of her hair behind her ear. She gave a half smile as Ultron's hand soon rested on her cheek; she gently kissed his palm and stared into his eyes. As they made eye contact Ultron started to feel a new feeling, it felt like what the humans called lust.

Ultron lifted her head up little to get better access to her neck, he gently kissed her neck and her shoulder that wasn't burned as his hands fell down to her waist. Valerie swallowed thickly before resting her hands on his shoulders, it had been years since anyone had done this to her. She blushed heavily and soon let out a small moan as Ultron pecked on e of her sweet spots.

That one little moan caused his circuits to go wild; his hands started to travel upwards but stopped when Valerie snatched a hold of them. He pulled away to study her expression, she didn't look mad but she also didn't look all too happy.

"Ultron, please, let's not do this when I have third degree burns on my shoulder."

He was silent for a second and then slowly nodded, "Right, I'm sorry."

She smiled, "It's alright, I," she paused, "I know how you feel; I'm just, not ready."

"I understand," he said before helping her up, "Are you hungry?"

She shrugged, "I wouldn't mind something to eat."

Ultron sighed and looked around, "Well, let's find you something to eat then."

 **oOo**

Cassy looked out over the city, she was currently sitting on the roof of the Avengers HQ. She couldn't stop thinking about Valerie being partners with Ultron; it scared her to think of her best friend being stuck with that monster.

"Mind if I join?"

Cassy turned and saw Steve standing there in some jeans and a light blue long sleeved shirt.

Smile smiled and nodded, "Sure, go ahead."

He smiled back and sat next to her, she didn't really hang around any of the Avengers. Kayla on the other hand was always talking to Tony about robotics and would be asking Natasha about showing her how to use a gun.

"So I haven't really talked to you at all," Steve said as he looked over at her.

She just shrugged, "I'm sort of a shy person, I don't want to get into anyone's way."

"You wouldn't really in fact I think you should talk more often."

She smiled, "Thanks but, I really don't know how to start up a conversation."

"We're having one right now," Steve stated.

"That was mainly because of you."

He was silent for a second and then shrugged, "I suppose you're right."

Cassy stared down at her lap; she couldn't stop thinking about Val, what if Ultron was hurting her? Cassy would kill him if he was.

"I'm sorry to bring this up but, about your friend-"

"What about her?" Cassy questioned without looking up.

"Do you really think she would help Ultron?"

She just shrugged, "I have no idea, Valerie has always been the bad type of girl. She would rebel against her foster parents, back talk to teachers, and whenever someone was getting bullied Valerie would go beat the crap out of the bully. Which I suppose the last one isn't really 'bad' but, she also started to act different when Kayla and I moved in with her. She wouldn't work but yet she got money, she would go to return a library book and come home with bruised knuckles and cuts on her arms and sides. I asked her about it but she would just say 'you know how New York is'."

Steve hummed, "Do you think that's why?"

Cassy bit her lip, "I-I don't know, I just hope she's alright."

Steve rested his hand on her shoulder, "We're going to find her and figure out what's going on, I promise."

 **oOo**

"Would you rather have robot arms or robot legs?" Kayla asked as she, Tony, and Natasha sat at the bar. "Now think carefully, if you have robot arms you'd be able to take out guys with one punch, but if you had the legs you'd put busters on them and fly."

"Um, I'm Iron Man, I could just install them both."

Kayla just stared at Tony, "Ok well let's pretend you weren't for a second-"

"Whoa, whoa, pretend I'm not Iron Man!?"

Natasha smirked as she took a sip of her wine.

"Never mind, Natasha what would you pick?" Kayla asked as she and Tony looked at Natasha.

"Well I would probably have robot legs because I could fly and take guys out with one kick."

"Wait I didn't say-" Kayla stopped herself and groaned, "I'm really starting to not like you people."

Tony chuckled and drank some of his wine; Kayla looked over and saw that in the other room Wanda and Vision were talking.

"So what's with them?" Kayla asked.

Tony looked over, "Don't know, I asked Nat and the other's if they wanted to bet on when those two would hook up, but they said no."

"Hang on, I said they would hook up in three months or so I just didn't place a bet," Natasha said as she pointed her finger at Tony.

"Well you didn't place a bet so it doesn't count."

"You're such a child," Natasha sighed.

"Wanda hates me, does she?" Kayla asked still staring at Wanda and Vision.

"Well, she definitely doesn't like you," Tony mumbled.

Natasha slapped his arm; he sat back and gave her a surprised look.

"What's Vision's back-story?" Kayla asked looking back at Tony and Natasha.

"He was originally going to be Ultron's human body but things happened and he ended up in our hands," Natasha answered.

"Yup, and thanks to me, the brilliant and handsome Tony Stark, I was able to upload J.A.R.V.I.S into him and he helped us stop Ultron," Tony finished.

"Hold up, Thor was the one who-"

"Shh, no one needs to know that!" Tony hissed.

"And the reason why Wanda hates Ultron is because…"

"He killed her twin brother," Natasha said with a saddened look.

"Oh…"

"Yeah, it was pretty tough for her, ever since then she's been attached to Vision. It's rare to ever see them apart."

"So uh, where are the other Avengers?" Kayla questioned as she looked around the room.

"Thor went back to his home world while Hawkeye went back to his family," Natasha answered.

"Wait what, Hawkeye got hitched!?"

"He's been hitched and he has three kids. Trust me we were just as surprised as you are," Tony said.

"Wow, what about Hulk?"

Tony and Natasha looked at each other and frowned, "We don't know where he is, he just left and hasn't come back," Natasha sadly sighed.

"Oh, I'm sorry," Kayla said giving a sympathetic look.

"We'll see him again, just give him time," Tony said before standing up, "Hey Kayla, I'm going to go check on some of my robots, wanna come with me?"

"Do you even have to ask!?" Kayla said with excitement as she jumped up and followed him.

 **oOo**

Valerie sat on the floor with the cotton blanket wrapped around her; Ultron was busy getting her something to eat. She still had no idea where they were and was still feeling weird about what Ultron was doing earlier. Was it even possible for them to do something like that? She would've questioned how Ultron could have a desire like that, then again he was created by Tony Stark so it explain a lot of things. She yawned and popped her knuckles; she suddenly tensed up when she heard a metal clang.

Ultron soon appeared from around the corner and was holding a plastic bag. Valerie smiled up at him as he knelt beside her and handed her the bag. She looked in and chuckled, the bag was filled with junk food, mainly chocolate.

"Thanks Ultron," she said as she pulled out a box of candy.

"You're welcome; I hear that female humans love chocolate so I thought you would want some."

"Did you hear that when you were attached to the internet?"

"I'm still attached to the internet, and to answer your question, yes."

She took a bite out of one of the chocolates and hummed, "Well tell you what; to repay you, next time I go shopping I'll buy you some oil."

"Funny," he said sarcastically.

"I try," she said with a shrug, "So where were we going before Stark showed up?"

Ultron frowned, "Remember how I told you about that 'friend' who I cut off his arm?" she nodded, "Well I made a deal with him so we can get more big and powerful weapons."

"Ah I see, how'd you manage that?"

"I have my ways."

"Did you pay him a lot of money?"

"I also threatened his life."

"Like I said before, you are such a charmer."

Ultron chuckled, "I am aren't I? Now get some rest, we'll leave early tomorrow. That is if you're feeling better, do you?"

She frowned, "It still hurts, especially when you touch it but I think I'll be good enough to travel."

"Good, we'll leave around five tomorrow morning."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	15. Chapter 15, Ulysses Klaue

Ultron watched nervously as Valerie slowly put her trench coat on, every time he offered to help her she told him that she was fine.

"You know if your shoulder hurts that much you don't need to wear that coat."

Valerie sighed in relief when she finally got it on, "I know, but trench coats are cool."

Ultron sighed and shook his head, "Whatever, now are you ready to go or do you need to but on some other 'cool' piece of cloth that'll hurt you?"

"Jeez someone's cranky," she said as she walked over to him.

"I'm sorry; I just want to get going."

He then picked her up and took her out of their hiding location. It took them almost half an hour to get to Klaue's hide out. Once there Ultron sat Valerie down and walked into Klaue's office, if you would call it that.

"Ah Ultron, I'm glad you made it!" Klaue said as he stood up, his arm that Ultron had ripped off was now thin, silver, and robotic, "And who is this fine lady?"

"I'm Valerie," Val said as she held out her hand.

"Hello Valerie, I'm Ulysses Klaue," he said as he took her hand and kissed it.

"Can we please skip the introduction and get on with business?" Ultron growled as Valerie and Klaue stared up at him.

"Yes, yes, follow me," Klaue said as he walked out of his office.

Ultron and Valerie followed him; she looked up at Ultron and smirked.

"Jealous much?" she questioned in a whisper.

"I'm not jealous; you just don't know where his mouth has been."

Valerie chuckled and came to a halt when Klaue stopped; they were in a room that was filled with missiles, bombs, rocket launchers, and guns. In the middle of the room was a table with what looked to be left over's of parts from Iron Mans suits.

"My men will help you with anything you need, now if you excuse me-"

"Klaue wait, I need to speak to you, privately," Ultron said as he held out his hand.

Klaue studied him and then shrugged as they both left the room. Valerie frowned but was soon distracted by a punch of metallic weapons of the wall, like knives, hammers, swords, arrows, a couple swords, and a scythe like weapon.

"Ultron, I can't do something like that."

Ultron frowned, "And why not, you have the material, why can't you give her a suit of armor?"

"Because I mainly deal with weapons not turning people into robots, you need to find someone else, take her to a lab, or-"

"I can't."

"Why not?"

"Because she," he stopped himself, "Never mind."

Klaue sighed, "I can give her more powerful weapons and maybe some armor, but not the type you're talking about."

"That's fine, just something to keep her safe, for now."

Klaue nodded and went back into the room Valerie was in, Ultron soon following.

"So do you see anything you like?" Klaue asked with a grin.

Valerie held the scythe in both her hands, "Yeah, where did you get this?"

"Someone I worked with made it; I have no need for it so you can go ahead and take it."

"Thanks," she said with a smile, it really wasn't that big or heavy. It was a little shorter then her and the blade wasn't that thick.

Ultron sat down next to the table and one of Klaue's men came over and grabbed some parts on the table and started to attach them to Ultron.

Valerie swung the scythe around, getting a feel on how to use it and being careful not to knock anything over. Klaue watched her and leaned against the wall with his arms crossed.

"So the last two who worked with Ultron had powers, do you?"

Valerie and Ultron looked over at him, Ultron stared with a glare.

"I do, but I'd rather not show you."

"Why's that?"

She sighed and carried her scythe over her shoulders, "Because if I did it would hurt both of us."

He smirked, "Try me."

Ultron growled and stood up, Klaue's men panicked and took multiple steps away.

"It's alright Ultron, if he really wants to see my power, then let him see it."

"It's not him I'm worried about," Ultron grumbled.

Valerie smirked, "Aw Ultron, you really do care!" she teased before taking off her trench coat and out stretching her hand.

A loud popping of bone could be heard throughout the room as the shoulder that held Klaue's robotic arm snapped out of place. Before he could react she had popped it back into place. Klaue slouched against the wall and panted. Valerie smirked; her smirk soon disappeared when her skin on her arm started to burn. She screamed in pain as the burn on her shoulder started to branch down her arm.

Ultron rushed to her side, she gripped her shoulder once it stopped sizzling.

"Why did you do that?" he whispered.

She shrugged, "I wanted to, people need to know what I can do, right?"

Ultron hummed, one of Klaue's men came over with a medical kit and started to clean out her wound. Ultron watched and frowned, he needed to find some way to get her help.

 **oOo**

Cassy sat crossed legged on Stark's couch with a bowl of chocolates in her lap. She needed to stop thinking about Val; she sighed and ran her fingers through her hair.

"Good evening Cassandra how are you?" Vision asked as he came up behind her.

She smiled, "I'm doing alright, how are you?"

"I'm fine, have you heard anything from Valerie?"

She shook her head, "No, it doesn't surprise me though, she probably abandoned it."

"It would not surprise me. Are you two close?"

Cassy nodded, "Yeah, she's my best friend. How we met was she saved me from being picked on."

"Why were you being picked on?"

She sighed, "Well, some girls can be pretty mean about other people's appearances, you see I'm," she paused, "I'm flat chested and girls would make fun of me because of it."

"That's awful," Vision murmured.

"Yeah, Valerie then came over and slammed one of the girl's head into a locker. Val ended up getting detention."

"Did she do that a lot?"

Cassy nodded, "Yeah, all the time, whenever someone was getting bullied she would go over and beat the bully until someone stopped her."

"Has she always been that violent?"

Cassy again nodded, "Oh yeah, even when Kayla and I moved in she would threaten and beat up people. I told her to go to one of the anger management classes but she refused to."

"Did she ever threaten you or Kayla?"

"She never threatened me, sometimes she would Kayla but she would be joking. She never hurt any of us, she had a hard time showing it but she did care about us."

Vision nodded slowly, "Do you have any siblings?"

Cassy looked up and smiled brightly, "Yup, one big sister and one little brother. My sister, Cleo, is married with four kids and my brother Felix is still looking for the right girl, but judging on how perverted he is I don't really see him finding a girl for a while."

"I see," Vision said before looking out the window.

Cassy stared out with him before asking, "How's Wanda doing?"

Vision frowned, "She's very upset, I've been trying to calm her down but she just keeps training. I'm really worried about her."

Cassy sighed, "We all are."

 **oOo**

Kayla stared in awe as the machine Tony built repaired and cleaned his iron suits.

"Are you not amazed?" Tony questioned with a grin.

"I am more than amazed, how the hell did you built these things!?"

"Lots of time, energy, and some tears."

Kayla smiled, "Were they manly tears?"

"Of course they were!"

Kayla giggled as Tony pasted by her and into the lab that Ultron was created in. Tony sighed as he looked around, so many memories, some good and bad. He thought about Bruce Banner, he hated to admit it but he did miss him, not as much as Natasha but he still did miss him a lot.

"So where was Ultron made?" Kayla asked as she looked around the room.

"Right where you're standing."

Kayla looked down and then ran over to Tony, "How did you make him?"

"Do you remember that alien invasion a couple years ago, the one led by Loki?"

She nodded.

"Well his scepter had a gem in it Banner and I found artificial intelligence."

"Wow, so Ultron was made because of Loki, cool."

"It was at first, you know, until he tried to destroy the world."

Kayla shrugged, "Yeah, I guess it isn't that cool when you put it that way."

Tony sighed and ran his hand through his hair, "Listen I'm going to go get a drink, you wanna come?"

She smiled and nodded, "Sure, you're buying right?"

Tony chuckled, "Fine, but next time you're buying."

 **oOo**

"Are you mad?"

Ultron looked down at Valerie who was sitting on the floor next to him. Klaue's men had just finished putting Ultron's upgrades on and had left to give him and Valerie some alone time. Which most of it was spent in silence.

"No, I'm not mad, I just don't get why you did that when you knew it would hurt you."

Valerie shrugged, "Pain for power."

He sighed, "You have to stop using your power."

"But-"

"No buts, if you keep using it you could get yourself killed. What would happen if we were fighting the Avengers and suddenly you faint because of the pain and I'm busy with Tony?"

She scoffed, "They wouldn't kill me, they don't do that."

Ultron growled, "They're murders."

"Listen, the worst that would happen is that they take me away. They aren't going to kill me because of Cass and Kayla, they wouldn't let them."

He shook and looked away from her, "If that's what you believe…"

Valerie frowned and crawled into his lap, he looked at her with a puzzled look.

She snuggled close to his chest and hummed lightly, "I'm sorry Ultron, I won't use my power unless I have to."

Ultron ran his fingers through her hair and kissed the top of her head, "I just don't want to see you hurt."

She smiled and looked up at him, "I know, I don't want to see you hurt either."

She then kissed his forehead and snuggled close to him. He hummed and rested his hand on her back, now he just needed to find some way to keep her safe without going into hiding.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	16. Chapter 16, Relax

Ultron and Valerie had gone back to their hiding place, Klaue had done what Ultron said he would do, gave them more big and powerful weapons. Valerie observed the giant pile of guns before looking at Ultron.

"So I take these are for me?"

He nodded, "I know it's more than enough but at least you have a variety to choose from."

"I suppose," she said before looking back at the guns.

She picked up a pistol and aimed it at the wall, Ultron quickly turned when he heard her shooting.

"What are you doing?"

"I'm licking a lollipop while dancing like a ballerina, what do you think I'm doing?"

"Shooting a wall?"

She sighed and walked over to him, "So where are we going next?"

"I'm still thinking about it," he answered as Valerie slowly took off her trench coat. "How's your arm?"

"Eh you know, burns, but it could be worse."

Ultron hummed in agreement before walking over to her and gently laying his hand on her bandaged arm. She gently bit her lip, it hurt but she started to get use to the pain. His hands traveled down her arm and onto her waist before picking her up and laying her down on the cotton blanket. He lay above her as he started to kiss her neck.

She just smirked, "Someone's desperate."

He hummed gently and attacked her sweet spot with kisses. She moaned softly, her breath hitched when she felt his hand on her hip and gripping the top of her jeans. He pulled away to make sure she was alright, when he studied her expression, she gave him the look he enjoyed most from her, curiosity. She rested her hand on his cheek and gently kissed him.

"Please," he whispered against her lips.

She frowned and was quiet for a moment, she then took a deep breath and nodded, "Alright, go ahead."

He smiled and kissed her again, it's true that he couldn't feel pleasure but that didn't mean that she couldn't.

 **oOo**

Kayla glared at Tony as he drank his beer.

"Why won't you let me have some?"

"Because you're 16, last time I let a 16 year old drink both Pepper and Natasha slapped me."

"Ugh, woman am I right, now give me some beer," Kayla said as she reached over to grab his drink.

He pushed her away, "No, you'll get some when you're older!"

Kayla groaned and slouched in her chair, Cassy walked pasted them and Kayla perked up.

"Cassy, tell Tony to give me some beer!"

"Alright, Tony, don't give her any beer."

Kayla glared at her, "Gee thanks."

She smiled, "You're welcome, so Tony, where's Pepper?"

Tony sat straight up, "She's busy running her own company."

"Thor's not here, no need to brag," Natasha said as she entered the room.

"I'm not bragging, it's the truth!"

Kayla looked around the room and then turned to Natasha, "Where's Steve, Vision, and Wanda."

"Steve's back at S.H.I.E.L.D and I'm not sure where Vision and Wanda are," Natasha answered.

"Maybe they're rubbing skin against skin if you know what I mean," Kayla said with a smirk.

Cassy slapped her arm as Tony just chuckled and shrugged.

"It wouldn't surprise me; they've been awful close lately. Well, closer than usual."

"It doesn't mean Kayla has to talk like that," Cassy said with her arms crossed.

Kayla rolled her eyes, "Cassy, seriously, you've got to understand that I'm immature as hell."

"Yes I know, but, never mind."

The four of them sat in silence for a while before Natasha spoke up.

"So are any of you girls dating?"

They both shook their heads.

"Nah, I would like to but a lot of guys and gals seem intimidated by me," Kayla said with a wave of her hand.

"I also wouldn't mind dating but right now I don't feel like it's the best time to," Cassy answered with a shrug.

"I can understand that, what about Valerie, was she dating?"

"Not that we knew of, Val never really talked about her love life so who knows," Kayla answered.

"What do you mean by that?" Tony questioned.

"In high school Valerie was dating this guy and I didn't know about it until two weeks after they broke up," Cassy answered.

"Well how long were they dating."

"Four months."

"Damn," Tony muttered.

"Yeah," Cassy said with a sigh, "Val was also so quiet about things. It worried me a lot. Oh, I've been meaning to ask, what is out plan to find Val and Ultron?"

Tony and Natasha looked at each other, Tony just sighed, "My buddy Sam and I will go fly around the city tomorrow, see if we can find anything. But for now I just say wait for Ultron to show up."

 **oOo**

Ultron held Valerie close to him, the only sound in the room was of her gentle breathing. He had to say that he was surprised that she would let him pleasure her like that, though he did find out some interesting things about her. More… personal things. Like the fact that she had never had sexual intercourse, which he did know about, and also she had nothing done anything sexual to herself.

He stared down at her and frowned, he had a plan on how to protect her but he was deciding to go back on it. He didn't want to change her; he wanted her to stay the same. He remembered telling Scarlet and Quicksilver about how only the strong survived. Val was strong, but not strong enough. He leaned down and kissed her forehead gently as he stroked her hair. He wouldn't be able to do this if he followed through with his plan.

Though if he got her a suit like Tony's it still wouldn't work, she wouldn't survive anything he planned to do and she would still be weak. His choice was, rethink his entire plan in order to save her or continue on with his plan and let her die. He sighed quietly, he'd have to think about it later, right know he had to focus on destroying the Avengers.

 **Sorry that the chapter's a little short, I'll try and make the next one longer. I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	17. Chapter 17, We're Back!

Valerie slowly opened her eyes and smiled when she saw Ultron still laying next her to. Though he seemed a little upset, Valerie frowned and sat up, she groaned a little. Her body, mainly back, ached from the night before. Ultron's gaze turned to her as he put his hand on her back.

"Are you alright?" He asked gently.

She nodded, "Yeah, just a little sore from last night."

He frowned, "Was I," he paused, "Too rough?"

She shook her head and blushed a little, "N-No, you were amazing, it's normal to feel sore from what I hear."

Ultron sighed, humans were so weak.

"So what are the plans for today?" Valerie asked as she stretched.

"I was thinking about paying the Avengers a visit but-" he paused to look at her arm.

She sighed, "Ultron I'll be fine, if you want to go scare the Avengers we'll scare the Avengers!"

She then stood up to get changed and then grabbed a couple of pistols from the weapon pile. Once they were both ready he picked her up and flew off to the Avengers HQ.

 **oOo**

Kayla yawned as she walked into the living room wearing jean shorts and a black tube top. She glared when Cassy shook her head.

"What?" she hissed.

"Where is your mother?" Cassy said with a sigh.

"Well currently you're my guardian so, what's wrong mommy?"

"Never call me that," Cassy said before Steve walked in with Natasha, Wanda, and Vision.

"Good morning Cassandra, Kayla," Vision greeted with a smile.

They both returned the friendly greeting before Tony and Sam walked in.

"Hey boys, how did it go?" Natasha asked.

"We didn't find anything, I'm starting to think they aren't in the city," Tony said as he walked over to the bar and made himself a drink, "Sam, you want something?"

"Nah thanks," he said with a wave of his hand before looking at Cassy and Kayla. "Who are they?"

"Oh right, this is Cassy and Kayla, they are friends with the girl who's with Ultron. Guys this is Sam," Natasha explained.

Cassy shook hands with Sam as Kayla gave a friendly wave.

Sam smirked and eyed both of the girls, "Say, do any of you want to hear a War Machine story?"

Tony sighed, "Please no, if it's the 'looking for this' story I swear I will stop being your friend."

"No of course not, that story wasn't that good, I'm talking about when we were fighting Ultron's goons!"

Tony scoffed, "Yeah, like that one was so great."

"Hey I'm new to this; I don't have that many stories to tell."

"Well that's your own fault."

"My fault, how is it my fault!?"

"Ladies, ladies, can we please stop arguing?" Natasha said with a sigh.

"Sure thing, sorry about that dearest," Tony said giving a kiss on Sam's cheek.

Sam gagged and ran his sleeve over his cheek as Tony walked over to Steve.

"So Cap, what's the plan?"

"Ultron can't hide forever; once he comes out we'll attack and get back Valerie."

"What if she refuses?" Natasha asked Tony handed her a drink.

"What do you mean?"

"There is a possibility that Valerie would refuse to come with us. It is more than possible that she has Stockholm syndrome," Vision answered causing Cassy and Kayla to both give worried looks.

"So are you saying that Ultron kidnapped her and Val got Stockholm syndrome?" Cassy asked with fear in her voice.

"I am not certain but it is a possibility."

Cassy sighed and rubbed her eyes, this was getting too much for her. Kayla frowned and rubbed Cassy's back as Wanda shook her head.

"We need to find him; we can't just sit here and do nothing."

"Wanda, I'm sorry but right now-"

"You know what he did to all those innocence people in Sokovia, what if he did it again but in New York? He could kill ten times as more people, we need to find him!"

"And find him you shall!" Ultron's voice rang from the speakers.

Tony looked over to Sam and gave him a nod, telling him to get into his armor.

"I thought you said you wouldn't drop in," Steve said as he looked around the room.

"Yes, that was until you shot me out of the air! You people are seriously rude."

"Says the A.I who kidnapped someone." Kayla growled with her arms crossed.

"Kayla, how nice you see, and for your information I didn't kidnap Valerie, she came to me."

"You're lying!" Cassy snapped.

"Am I? Look out the window."

The group all looked at each other before turning towards the window. Once they did everything went black for a second, glass shattered and the group went flying back. Tony and Sam were the first to get up; they flew out of the building once they saw Ultron hovering in the sky. Ultron smirked and flew off, knowing he had their full attention.

Steve got up and helped the others, "Vision, Romanov, you're with me, Wanda you stay here and protect Cassy and Kayla."

"What? But I-"

"That's an order," Steve said with a stern look before running out of the building with Vision and Natasha close behind.

Wanda balled her hands into fists and growled. Cassy ran over to the window to try and see what was going on. Kayla frowned and quickly ran over to her, not wanting to be near Wanda.

"Do you think Valerie's here?" Kayla asked in a whisper.

"I don't know, I can't see if her if she is," Cassy responded before Wanda shot a ball of energy at something.

The two spun around as gun shots could be heard throughout the room. Wanda was suddenly thrown against the wall, Kayla and Cassy gave horrified expressions as they saw Valerie standing there with a pistol in her hand.

"V-Valerie what're you-"

Cassy was interrupted when Kayla pushed her to the ground as Valerie shot at them. Kayla stood up and gave a small whimper as Valerie was feet away.

"Val, what's wrong with you, why are you doing this?!"

Valerie just shrugged, "I've been bored Kayla, I've been wanting to do something that will get me into trouble. Joining Ultron was is just what I was looking for."

"He's evil, he wants to destroy all of humanity, why, why are you with him!?"

Before she could shoot Wanda used her powers to hold Val's gun down, she growled and outstretched her hand. Wanda yelped as she was thrown against the wall and pinned to it. Cassy grabbed a shard of the broken class and ran over to Valerie, she didn't want to hurt her but she was attacking Wanda! Cassy grabbed Valerie's forearm and runs the glass over the back of her wrist.

Valerie growled and smashed the butt of her gun over Cassy's head. Cassy fell back and whimpered, her vision was blurry but she would see Valerie walk towards her. Kayla darted over and tackled Val to the ground. The gun flew out of Val's hand as Kayla pinned her hands above her head. Valerie soon flipped them over and grabbed a plug of a lamp that fell of the end table. She clutched the plug and stabbed it into Kayla's shoulder.

Tears of pain filled Kayla's eyes as she screamed out. Wanda stood up and glared at Valerie, she would about to attack but stopped when Ultron appeared.

"U-Ultron," Wanda whimpered.

"Wanda, it's good to see you. I would like to stay and chat but I have a lot to do," he purred before picked up Valerie and flying out of there.

Wanda mentally punched herself for not attacking; Tony flew in and panted as Sam followed. Tony's eyes widened as he saw Kayla whimpering and gripping at her bloody shoulder. Tony ran over to her and pushed down on her shoulder to help stop the bleeding.

He turned to Sam, "Go find the others!"

Sam nodded and flew out to find the other three. Tony then turned to Wanda who was looking at the ground. He sighed and stared back down at Kayla who was whimpering and crying.

"Shh, it's ok Kayla, we'll get you help."

She shook her head, "Valerie, what's wrong with her, she's not the same, she tried to kill us!"

"I know, just try to calm down."

"I'm sorry, I'm so sorry, I never wanted this to happen, this is all my fault!"

Tony frowned, he didn't know what to say, "Listen, it's my fault, I created Ultron."

"But I brought him back."

"I never asked you this but, how did you bring him back."

She was silent for a moment before exhaling shakily, "I did research about how you went missing for a couple years and how a car battery kept you alive. Well, I tried it on Ultron; I didn't know it was him I swear!"

Tony pushed harder on her wound when he noticed the blood was heavier.

"I believe you, now just calm down, it'll be alright.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	18. Chapter 18, Hurt and Comfort

Cassy slowly awoke to find Kayla sitting next to her with white cloth wrapped around her shoulder.

Kayla saw she was awake, "Cassy! How are you feeling?"

"My head hurts, what happened?" Cassy asked as she sat up.

"Ultron escaped with Val, she stabbed me with a lamp plug."

"Are you alright?"

Kayla nodded, "Yeah, it still hurts but I'll live."

"What about the others?"

Kayla sighed and shook her head, "Wanda is upset with herself because she thinks she was the reason Ultron escaped. While the others were fighting Ultron Natasha got a bruised rip and Sam's left arm broke."

"What, how is Valerie still with that monster?!"

"Maybe she likes it, maybe she like hurting innocent people? I don't know Cass," Kayla said shaking her head sadly.

 **oOo**

Ultron gently started to clean out the wound Cassy had gave her, he would've killed that girl if it wasn't for Valerie being attached to her. He knew that if he destroyed the Avengers Kayla and Cassy would go with them, they're too much of a threat. He still had to think about how to keep Val safe, it was driving him insane, there was no way to keep her the same and keep her safe all at the same time.

"Ultron," Valerie said with a small whimper.

Ultron realized how tight he was holding her hand and softened his grip and gently kissed her hand.

"I'm sorry, I was just thinking."

"About the Avengers?"

He nodded, "This just proves what a threat they are."

Valerie frowned, "I'm just surprised Cassy did that."

"I'm not, humans can't be trusted."

He froze when heard her clear her throat and cross her arms.

"M-Most humans I mean."

"Nice save," she said sarcastically as Ultron finished dressing her wound.

Ultron laid one more kiss on her bandaged wound before finally letting go of her hand. She smiled at him before kissing his cheek and standing up.

"So I take it that we shouldn't leave until things calm down?"

He nodded, "It'll take a couple of days."

"What should we do while we wait?"

He smirked and pulled her close to him, "I can think of a couple things."

She smirked and rolled her eyes, "Fine, but I also would like to practice my shooting sometime today."

Ultron gave a nod and tilted her chin up to kiss her.

 **oOo**

Kayla sat in the room she was currently staying in; it was a pretty fancy room with puffy white sheets and a dark wooden bed frame with a dresser in the same style. She rubbed her shoulder and bit her lip, it felt bruised and a stinging shot through her arm and neck. She could feel the dips that the plug made, she whimpered as her eyes began to water up. She felt so tired but she couldn't sleep because of the pain.

She sat in the corner of the room next to the door and just curled up into a ball. She couldn't believe all that was happening, it felt like a nightmare but she couldn't wake up no matter how hard she hit herself. Tears filled her eyes; she wanted things to go back to normal. She wanted Val back; she wanted them all to be back home watching TV and arguing about what they were watching. She soon started to sob, she was so tired but she wouldn't fall asleep. The pain in her shoulder just got worse as she sat there, why did they have to find Ultron's body?

The door to her room slowly opened, she didn't bother to look up at who it was, she just sat there sobbing. She tried to keep quiet but her body wouldn't let her, she started to take deep breaths as she continued to sob.

She suddenly jumped when she felt an arm wrap around her shoulders, she looked up and saw Tony staring down at her with worry and sadness. She just looked down with shame, she was crying in front of her role model, what did that say about her? Did that mean she was weak?

Tony just pulled her close, "It's alright Kayla, you don't have to be afraid."

"I just want things to go back to normal," she whimpered before rubbing her eyes, "I'm sorry."

"Nothing to be sorry about, you're 16, this is a lot for you to go through."

She whimpered again and laid her head on his chest, "Tony, what if we don't get Val back?"

"We will, don't worry."

"But if we don't?"

He was silent for a moment, "Just don't think like that ok? Everything will be fine, I promise."

She nodded and sniffled, she cried for a little longer before her tears stopped and she had fallen asleep. Tony frowned, Kayla felt like a daughter to him and much like most fathers he hated to see her get hurt. He had just made a promise to her and he's going to keep it, for her and for humanity that Ultron will be stopped.

He picked Kayla up and laid her gently on the bed before grabbing the blanket at the foot of the bed and laying it over her sleeping form. He then turned and left the room, closing the door behind him.

 **oOo**

Ultron hummed quietly as he made his plans for Valerie, he had just come up with something that would help her become stronger without changing her too much. The only major downside was that it would most likely take away her powers. He turned to back to look at her and smirked, she was curled up in a ball with the green blanket wrapped around her. He then went back to thinking about his plan, he had thought about going to Helen Cho again but she may be guarded and also he didn't want something like last time to happen again.

He snapped out of his thoughts when he heard Valerie screaming on the top of her lungs, he rushed to her side and tore the blanket away. He stared down with surprise when he saw that that burns on her arm was branching down her chest, stomach, and went a little on her neck. The sizzling soon stopped and Valerie panted and whimpered. The burns were now covering half of her stomach and chest and a small amount of her neck.

"Did you use your power?"

She looked up at him weakly and slowly nodded.

He frowned and reached over to the medical kit.

"I had to," she muttered before he started to clean out her wounds.

She gave whimpers and yelps as her nails scratched at the floor. He looked down at her with a sorrowful look before continuing. He needed to take her away and put his plan in action.

 **oOo**

Tony was in his workshop when Kayla came in, she still looked exhausted.

"What're you doing up?" Tony asked as he cleaned off his hands with an old rag.

"I couldn't sleep, my shoulder hurts too much."

He frowned and nodded before setting down the rag, "I could get the doc for you if you wanted."

She shook her head, "I'll be seeing her soon, I just wanted to come down here and say thank you for earlier."

He gave a smile and shrugged, "No problem, I couldn't just let you sit there like that."

She hummed in agreement before walking over to him to see what he was working on. Tony soon sighed and turned to her when he felt her gaze.

"Kayla I have a question, you don't have to answer it if you don't want to."

She gave him a puzzled look but gave a nod, "Yeah?"

He rubbed the back of his neck awkwardly, "Where are your parents?"

Kayla tensed up before looking at the ground sadly, "They're gone, they died in a car crash a long with my kid sister."

Tony felt sort of like a dick for asking, "Oh, I-I'm sorry, I shouldn't-"

"It's alright Tony, I was actually wondering when you were going to ask."

"So, then what happened?"

She shrugged, "I went to live with my aunt who basically was the only person who wanted or was able to have me. She was like a mother to me I loved her a lot but, she ended up passing away because of cancer. I then ran off, I was scared of what family they were going to send me to next. Then at some point Cassy and her older sister found me."

"So does that mean Cassy is your mom?"

She shook her head, "Her sister I think more as my mom, I just see Cassy as just my shy yet crazy aunt."

"She doesn't really seem that crazy," Tony murmured.

"That's because she's worried about Val, but once she gets her mind off it and is in a good mood she'll be jumping off the walls."

Tony smirked and then eyed her wounded shoulder, "How's your shoulder, feels any better?"

Kayla just sighed, "Sort of, once it starts feeling fine it starts hurting again."

"It'll hopefully feel better in a week or so."

"A week!?"

He made a soft chuckle and nodded, "Yeah I know, a pain isn't it."

"Funny," she scoffed.

"I try."

She was silent for a second and then smiled, "Thanks for listening and helping me out, Tony."

He returned the smile and nodded, "You're welcome kid, now go try to get some sleep, you'll need it."

She nodded and left the room.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	19. Chapter 19, Questions

**So just a little warning there is a bit of sex talk in this chapter, nothing major, just a little warning. Anyway, hope you like this chapter!**

"Shouldn't you two be resting?" Steve questioned as he walked into the living room and saw Kayla, Cassy, and Tony sitting on the couch.

"I think I got most of my sleep when I was knocked out," Cassy answered as she turned to look at him.

"I should be but thanks to Val I can't," Kayla groaned as she looked at her injured shoulder.

Tony sighed and shook his head, "I told you I would get Helen-"

"No, I'm fine thank you," she said raising her hand.

Tony just drank, "Whatever."

Cassy rolled her eyes, "So how's Natasha, Sam, and Wanda?"

"They're alright; Wanda is still taking it hard though."

"So she and her bother worked with Ultron and then turned against him and Ultron killed her brother?" Cassy asked, trying to get the story straight.

Steve nodded, "Yeah, her brother died trying to save Clint."

"Poor girl," Cassy said sadly.

Kayla sighed, "I feel like I should go and apologize."

"Kayla, the best way to apologize is to destroy Ultron," Steve said before taking a seat next to Cassy.

"I know I must sound weird for saying this but I'm kind of sad we have to destroy him," Kayla confessed.

"Why's that?" Tony asked as he stretched.

"It's just, I spent so much time with him and I was learning so much about A.I. Like before he escaped I was trying to figure out if he could get attached to someone, romantically or not."

Cassy shook her head, "Why? He was an A.I at the time, I mean I know personality comes first and stuff but, I couldn't stand having his cold metal fingers running all over me."

"Well first off you hate robots, and second, he can't do anything like that!" She then stopped herself and looked to Tony, "Could he?"

Tony was silent as every Kayla and the other two stared at him, he cleared his throat, "Um, well, you see there is a possibility he could…"

"I knew it!" Kayla yelped happily.

Steve looked puzzled as Cassy asked, "So are you saying he and Valerie could've…"

"I'll just say this; if they did he wouldn't feel any difference."

"I would think they would have to have done oral," Kayla said with her arms crossed and pondered.

"KAYLA!" Cassy yelped in surprise.

She sighed, "That's all they could've done, right Tony?"

He rubbed the back of his neck while he thought, "Unless he gave certain upgrades to himself, but I highly doubt it."

"Valerie wouldn't have done anything like that, right?" Steve asked looking at Cassy.

"I honestly have no idea, in a way it wouldn't surprise me."

Kayla gave a nod, "Yeah, from what I saw and what I've been hearing she seems like she has a thing for him. It wouldn't surprise me if they're dating."

"That would be freezing," Cassy said staring at the coffee table.

Tony cocked his head, "Hmm, not really, because of Valerie's body heat-"

"Alright, alright, let's not talk about this please," Steve said as he saw disgusted look on Cassy's face.

"But Tony, what if she was on top?"

"Well that'd be a whole different story."

Cassy stood up, "Ok I'm leaving before this gets anymore weird. I swear I'm going to be having nightmares about this for weeks."

Kayla smirked, "I don't think people call those nightmares."

"Well I do, now if you excuse me, I'm going to go see Natasha."

Cassy left and Steve soon followed her; Kayla looked back at Tony.

"I guess they couldn't handle us."

Tony chuckled, "Not a lot do."

 **oOo**

Valerie followed close behind as Ultron stepped over the motionless buddies of guards and lab workers. She bit her lip gently, she hated labs, they always brought back painful memories. She had no idea why Ultron had taken her here; maybe he needed to pick up something to help destroy the Avengers. All she knew is that it was unbelievably easy to get in, yes Ultron definitely helped with his size and the fact he was made out of metal. But still, the guards were super easy to take down.

They soon walked into a room with computers, tables with equipment on them, and in the center of the room was a large table that had nothing on it. Valerie tense, memories of being strapped down and ripped open came flooding into her mind. Ultron turned to examine her and frowned.

"Are you alright?"

"Y-Yeah, just why are we here?" She asked with a frightened look.

He just grinned and walked over to her, "Don't worry, we wouldn't be here much longer."

"Good," she said with a sigh of relief as she turned towards the exit to wait for him.

"Well, actually we will, you just won't remember it," Ultron added as he grabbed her from behind and held a cloth over her mouth and nose.

She struggled and gripped his arm, she tried to hold her breath but no matter what she did her vision started to get blurry and soon faded to black.

 **oOo**

Natasha laid in her bed bored out of her mind, she had been in bed for what felt like years. Steve kept telling her to rest and that'll help her heal faster, which in her opinion he was wrong. So when Natasha heard the door creak open she perked up and smiled when she saw Cassy.

"Hey Nat, mind if I join you?"

She shook her head, "No, not at all."

Cassy walked over to the left side of the bed were there sat a chair, Cassy took a seat and took a deep breath.

"So what's up?" Natasha asked.

"What do you mean?"

"I mean why are you here, just for a visit or did you have something important to talk about?"

"Oh I just wanted to hang out, Kayla and Tony were discussing if Valerie and Ultron could do…. You know, I got disturbed and I think Steve did so we left and I came here."

Natasha rolled her eyes, "That's our Tony, so where is Steve?"

"He's busy talking to Wanda and Vision; I think he's trying to come up with a plan or something."

She shook her head, "I don't see what we could do, Bruce is off the radar, we can't find him."

"Bruce?"

Natasha tensed, "I-I mean Ultron, Ultron's off the radar."

"Were you talking about Bruce Banner?"

She frowned and slowly nodded, "Yeah, after the fight with Ultron, the first fight, he took off and we haven't seen him since."

"Oh, I'm sorry."

She just shrugged, "Things happen, I think I'll see him again… someday. So uh, Cassy, you got any family?"

She nodded, "Yup an older sister and little brother."

"Aw, how old is he?"

Cassy chuckled softly, "He's 17 and boy he's something else."

Natasha smiled, "Well I suppose we all have our rebellious phases."

Cassy shrugged, "Yeah, some worse than others."

"What'd you do?"

"Nothing really too bad, the worst thing I did was go to a party my parents didn't want me to go to. It wasn't anything to bad, there wasn't any booze or drugs, it was just a couple friends and I."

"So you were a good girl then?"

"I guess you could say that, it was really hard when my sister took Kayla in, when Kayla was 14 she kept begging me to take her to parties and nightclubs. She always got in trouble in school for dressing immodestly and for punching people who picked on her. I blame Val more for that."

"Valerie was violent?"

Cassy scoffed, "Violent isn't even the right word to describe her. One day some kid was beating up someone and Valerie went over, put his hand in the locker, placed his fingers inside, closed the door, and yanked on his arm hard. Let's just say that kid was too afraid to pick on anyone and also he couldn't because of how badly his fingers snapped."

"Wow."

She sighed, "Yeah, so what about you, what did you do?"

Natasha was silent and looked down at her hands, "I'd rather not talk about it."

Cassy frowned and nodded, "Oh, alright, sorry."

"It's alright, just-"

"Cass, come here!" Kayla called from the living room.

Cassy stood up, "I have to go, I'll see you soon Nat!"

Natasha smiled and bid her a goodbye before relaxing.

 **oOo**

Ultron walked into his hideout with Valerie in his arms, she was still unconscious from the drug he gave her. He laid her down on the blanket and observed her, she was stronger, not as strong as him but he tell that she wouldn't get hurt as easily. Sadly her burn marks were still there and what he did caused him to take her powers away. He knelt down and ran his fingers through her hair; he was glad that he didn't go with his original plan.

If he did he wouldn't be able to do this every time she fell asleep in his arms. He could still feel her soft skin and her deep green eyes staring up at him with curiosity. He exhaled deeply before standing up, now he just had to focus on the Avengers.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	20. Chapter 20, Frenemies

Valerie groaned as she slowly opened her eyes, Ultron was knelt next to her. Her eyes widened and jumped back, her body was on fire. Electric shocks ran throughout her body every time she moved, she yelped and curled up in a ball against the wall.

Ultron rested his hand on her shoulder, "It's alright, the pain will go away shortly."

She smacked his hand away and glared, "What the hell did you do to me?"

He was taken back by this, his once concerned look turned into a serious one, "I made you stronger."

"W-What, how!?"

He sighed and stood up, "Most of your bone structure if now made of metal, the metal I'm made out of."

She stared at him, "W-Wha-"

"It was the only way I could keep you safe."

She stood up and ignored the burning pain throughout her body, "And you didn't bother to tell me about this!?"

"You would've said no."

"How do you know? I could've said yes!"

He just hummed, "Your powers are gone to."

"Ok, whatever, let's get back to-"

"I thought you woman loved a person who would do anything to protect them?"

"Yeah but when it comes to turning their bone structure into metal it's a little different!"

He just shook his head, "I don't see how, you should be honored I did this for you. I wanted to keep you safe so badly that I broke into a lab, risked the Avengers finding me and our hiding place, and rethought my plan multiple times just to keep you alive and safe!"

She balled her hands into fists and exhaled deeply in annoyance, "You should be glad I love you, I wouldn't be going through this bullshit if I wasn't," she said as she walked past him and towards the exit.

"You what?" he asked a bit puzzled.

She stopped, realizing what she said, "I'm going for a walk, I'll be back later," she said before leaving.

 **oOo**

Kayla and Cassy walked through the park, Kayla wasn't too thrilled about going because it just made her think about the time she saw Valerie there. Cassy wanted her to go though, she felt like she was in the HQ way too much and she needed some fresh air.

Kayla sighed and looked around before looking over at Cassy, "Say Cass, on a scale of 1 to 10 how mad would you be if I made an A.I like Vision."

"Usually I hate saying this but if you did that I'd murder you."

Kayla smirked, "Why? It might be a good guy!"

"Yeah, might, look how well Ultron turned out."

"Eh, he's just malfunctioned."

Cassy stood to a halt and glared at Kayla, "What are you trying to say? Kayla, he tried to destroy the world!"

"Yeah, yeah, I know," she sighed, "It's just; I don't want to kill him."

"I know Kayla, I don't either but-"

The two froze when they heard a familiar voice scoff.

"Yeah right, Cassy you want to kill him, just admit it."

They turned and saw Valerie leaning against a tree with her arms crossed and a grin on her face.

"Valerie," Cassy said with shock.

"Hey Cass, Kayla, how's the Avengers treating ya, pretty damn good I hope. Also sorry about stabbing you Kayla, I hope it doesn't hurt too much."

"W-What are you doing here?" Cassy asked grabbing Kayla's wrist tightly and stepping in front of her.

"What, can't I just say hi to my friends?"

"Not when you stabbed one of them," Cassy hissed as Kayla glanced down at her shoulder.

"But Cass, I had to do that, I was with Ultron."

"You're still with Ultron."

She shrugged, "Do you see him around?"

"Doesn't mean you're not bugged," Cassy said as she took a step back and pushed Kayla with her.

"Hm, good point, so I guess that means you've given up on me?" Valerie questioned with a smirk.

Cassy and Kayla both shared puzzled looks.

"What?"

"Well you obviously don't want to talk to me and are afraid so I guess that means you've given up."

"We haven't given up, we're just shocked," Cassy answered. "Valerie, he tried to destroy humanity!"

"So?"

"So, what do you mean so? Think of the innocent families, the children that would never be able to see the joys this world can bring!"

Valerie was silent for a moment, "You're always so positive…"

"And you're always so negative; you think that there's barely anything good in this world so that's why you hooked up with something that agreed with you!"

Valerie opened her mouth to say something but quickly closed it when she saw Tony and Steve walking towards them.

"What's going on here?" Tony question with a serious tone, "What are you doing here?"

"Just saying hi," Valerie said with a shrug.

Steve looked over at Cassy who looked furious and Kayla who looked hurt, seemed a little turned around. Cassy took a step forward and stared at Valerie.

"Why won't you come back Val? Why can't you just leave him and come back to us!? Is it because you're bed buddies or something?"

"Bed buddies? Who said we were- never mind, listen I'm not staying with him because he's forcing me to. Here's something you need to know, I went to him, he didn't come kidnap me or anything like that. I went to him and offered to become partners; it ain't his fault I'm with him."

Cassy shook her head, "What happened to you?"

"What do you mean? I've always been like this I've always been violent and wanted most of the world to burn."

"Yeah well Ultron wants all of it to burn," Steve said bluntly.

Valerie just stayed silent as Tony looked over at Kayla and frowned.

Val then smirked and crossed her arms, "So let's just say you win, Ultron is defeated and you get your way. What happens to Kayla and Cassy?"

"What?" Tony asked, a bit taken back.

"What will happen to them? Will you just kick them out and tell them nothing has happened? Will you force them to work for S.H.I.E.L.D? Would you really let Kayla, a 16 year old girl who has no power what so ever join shield and fight bad guys like Loki and people like that mandarin guy?" she asked as she stared at Tony.

He just shook his head, "This isn't about her-"

"Sure about that?"

Tony remained silent causing Valerie to smirk, "I'll see you guys later."

With that she started to walk away, Tony took a step forward to follow her but stopped when he felt Kayla grab his wrist. He looked down at her but she just stared at the ground.

Cassy sighed and looked over at Steve, "C'mon maybe we can follow her."

 **oOo**

When Valerie returned to the hide out she found that Ultron wasn't there, she frowned and shrugged before sitting against the wall. She knew what Ultron was up to and she wish she could say she didn't care but she did. It is true she has a negative outlook on the world but there was still innocence left. She sighed and ran her fingers through her hair, she still wanted to work with him and be with him but there were some parts of his plan she hated.

She would have to talk to him about it when he returned, right now she was tired from arguing with Cassy, trying to get rid of Steve and Cass from following her, and also what Ultron had done to her didn't help either. She just gave a small yawned and closed her eyes as she laid down on the blanket.

 **oOo**

Tony watched as Kayla sat as his desk and was busy taking apart one of his suit arms, she hadn't said as word ever since Valerie showed up. Once they got back she just went into his workshop and started to do her own thing. She looked horrible; she looked so tired to the point where he thought that any minute she would collapse. He left the room to quickly get something before returning and walking over to her slowly.

"Kayla," he said softly before setting a glass of water and a pill next to her, "I need you to take this, this will help-"

"Was Val right?"

Tony narrowed his eyes, "What?"

Kayla looked over at him, "Was she right that if we win you'll just send Cass and I away?"

Tony just frowned, "I, I don't know about Cassy, if she wants to stay she can but, you're 16."

She sighed and turned away, "Who gives a damn?"

"I do, I don't want you to end up getting hurt and going through the crap I did."

"You really don't think I went through it when I was a kid? I'm use to it, Tony, I don't care anymore."

Tony shook his head before looking at what she was working on, "What are you-"

"It's to help stop Ultron, I was thinking that it a burst of electricity brought him back then it can destroy him, right?"

He was silent for a moment, "What type of car battery did you get?"

She rolled her eyes, "Will it worked?"

He shrugged, "I don't know, maybe. You'd need a lot of power-"

"What if it was powered by one of your gem soul thingy's?"

"I don't have them anymore," he said before pulling his t-shirt collar down to show the large scar he had from his surgery.

"Well can you make one?"

Tony thought for a minute and rubbed the back of his neck, "Maybe, probably, I-"

"Great so that means-"

"Whoa, whoa, whoa, hold up, I'm not doing anything until you get some sleep."

She shook her head, "I can't, I've tried but I can't."

He picked up the pill and handed it to her, "This'll help, you need sleep."

She sighed and took the pill and water; she swallowed the pill and stood up. Tony led her to her room and watched as she sat down on the bed.

"Hey Tony, when will Pepper come back?"

Tony was a little puzzled by the question, "I don't know, why?"

She shrugged, "I don't know, I just think it'd be cool seeing her."

Tony was silent for a moment, "Just get some sleep Kayla, I'll see you when you wake up."

She nodded and laid down, her shoulder hurt still but it wasn't as bad. She just wrapped her arms around her pillow tightly and soon fell asleep.

 **oOo**

Valerie jumped awake when she heard a loud crash, her mouth widened as she looked up at Ultron. He was taller and larger, his eyes were now a orange-ish red color and on his arms were covered will small missiles.

"What happened to you?" Valerie asked cocking her head.

"Such a charmer," Ultron mocked before he knelt in front of her, "How are you feeling?"

"I'm fine, ran into Cassy and Kayla, man I haven't seen Cassy that mad since they canceled Firefly."

Ultron smirked, "Well I have a plan, though I need to talk to you about Cassy and Kayla."

"You need to kill them too."

Ultron slowly nodded, "Yes, I'm sorry but I have to."

"I understand, just please make their deaths quick and painless."

Ultron nodded, he stood up and helped her up, "I'll try my best."

"So do you have a plan?"

"Yes, since they only have a few people it should be easy. Captain America won't let Black Widow and War Machine fight, which means that we only have to deal with Tony, Wanda, Cassy, Kayla, Vision, and Captain America. I'll handle Vision and Tony and I'll try to take out the other's I just mainly need you to keep them off my back while I pick them off one by one."

She nodded, "Sounds like a plan, so are we going to the HQ or-"

"We're going back to the hunters shack, you know the territory more than the others do. I'll led them in while you stand there and look pretty," he teased.

"Gee thanks," she scoffed.

He chuckled and leaned down to kiss her, she kissed back as she rested her hands on his cheeks. When they pulled away he gently kissed her forehead.

"So about earlier."

"W-What about it?"

Ultron smirked, "I think I may feel the same feelings for you."

She looked up at him and smiled, "I suppose that's one way of putting it."

She then walked over and picked up her scythe she got from Klaue and left the hideout with Ultron.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	21. Chapter 21, Close

Kayla was lying in her bed just staring at the wall; she woke up about half an hour ago but just laid there and thought. She thought about how they would take down Ultron and why Valerie went to see them the day before. Was it like the last goodbye or something else? She then sat up and climbed out of bed, no matter what it was she needed to get the glove working.

She went into Tony's workshop and saw him sitting at his desk and working on powering her glove.

"Um excuse me, that's mine," she said as she walked over to him.

He shook his head without making any eye contact, "My workshop, my equipment, my glove."

She sighed and crossed her arms before realizing his chair had wheels on it, she then rested her foot on his leg and pushed him away. He slowly looked over at her as she began to work on the glove.

He scoffed, "Rude."

"Well you didn't move so…"

"You didn't ask," Tony pointed out as he stood up.

She just shrugged, "Like you were going."

He smirked and watched her work, "So did you sleep well?"

"Yeah, thanks," she said as she looked around for what Tony said he would make her.

Tony noticed this and walked to the far end of the room and opened a box, he then returned to her with what use to power him when he first turned into Iron Man. She took it from him and attached it to a wire that was also attached to the glove.

"You know you never told me what we'd do if we won this."

"You mean if you stay or not?"

She nodded.

Tony sighed, "I don't want you to get hurt like the others and I were, you're too young for that."

"Yes and you're too old for it," she said with a grin as she glanced over at him.

"Oh haha," he said sarcastically, "Listen I'm serious Kayla."

She rolled her eyes, "You're beginning to sound like my dad was."

Tony was silent, trying to think of a comeback or something. He just ran his fingers through his hair and exhaled sharply, "Well if it means you won't do anything stupid…"

Kayla turned to look at him, a little puzzled. He then walked over and grabbed the glove and attached it to her arm. She then raised her arm up and aimed at clipboard on the wall.

"Ok, so whenever you're ready-"

He didn't have time to finish before she shot; the blast took out the light and made a large hole in the wall.

Tony stared at the wall and sighed, "You're paying for that."

 **oOo**

Ultron sat Valerie down as they stared at the shack, the roof was caved in, windows were smashed, the door was off its hinges, and destroyed bots lay scattered on the ground.

"Looks like your bot buddies had a good time with Stark and Rogers," Valerie said as she tapped one of the broken bots with her foot.

Ultron hummed in agreement, "Yes, now go find a hiding spot while I send out a signal."

Valerie nodded and quickly pulled him into a kiss before going to find a hiding spot, Ultron watched her quickly run off before he sent out the signal.

 **oOo**

Steve was walking down the hall towards the living room; he had just finished visiting Natasha who kept begging him to let her out of bed, claiming she was fine. Once he agreed she stood up and imminently yelped, he told her to get back in bed and to rest.

He suddenly stopped when he saw Cassy exit her room. She was wearing a white jacquard Steampunk styled corset with a white cape attached to it, she wore a wavy white skirt that went an inch above her knees and had on white boots and a soft gray head band in her hair. Attached to her hip was a long steel sword with dark blue cloth wrapped around the handle.

"Are you alright, Steve?" Cassy asked as she cocked her head to the side.

"Y-Yeah, I'm just surprised to see you like this."

She blushed and tensed up as she avoided making eye contact, "I thought it was too reveling, I've never worn anything like this before. I'll go change if you want-"

"No, no, its fine, you look great."

She looked back up at him and smiled, "Thank you Steve, you do to."

He chuckled as they started to walk together.

"So I've been seeing that Kayla has been around Tony a lot more lately."

Cassy sighed and nodded, "Yeah, I have nothing really against Tony but I don't really like how much she hangs around him."

Steve nodded, "I know what you mean, Tony and I haven't been," he paused, "Seeing eye to eye lately."

"Oh, I see," she murmured.

They were both silent for a minute or so before Cassy spoke, "I'm sorry if this is too personal but have you been dating anyone lately?"

He shook his head, "No, I've been too busy with the team, how about you?"

She to shook her head, "Same, also I just haven't really found a guy I would like to go out with, sort of."

"Sort of?"

She tensed up again and blushed heavily, "Oh you know, there has been a guy I've been keeping an eye on but you know how busy people can be."

Steve stared down at her before opening his mouth to say something.

"Cassy, do you-"

"Guys, you have to see this!" Kayla yelped as she ran over to them and then back towards the living room.

Cassy and Steve looked at each other before following her, once they were in the living room they saw Kayla, Tony, Vision, and Wanda standing there with Kayla having some glove on her right hand. It looked like one of the arms of Tony's suits except it was painted electric blue.

"What's this about?" Steve asked as they came to a halt.

"We have good news and bad slash good news," Tony said with a sigh. "Bad slash good news is that we found Ultron, he's back at that shake we checked out."

"Do you think it's a trap?" Cassy asked.

"Maybe, but we better check it out just in case," Steve answered, "What's the good news?"

"Kayla and I made something that could take Ultron out," Tony said as Kayla held up her gloved hand. "We just need to figure were to shot; I said head but Wanda said heart."

"Either one is a kill, right?" Kayla asked with a shrug. "I mean, unless Ultron has zombie logic."

"Depends on what type of zombie, Kayla," Cassy said with a sigh.

Kayla shivered, "What if there were zombie robots?"

"Isn't Ultron sort of like a zombie since he came back?" Tony questioned, "I mean, you're like Frankenstein and Ultron's your monster."

"I got that reference," Steve said perking up.

Cassy gave a soft chuckle until Wanda growled, "Could we please stop messing around and go get him before he decides to destroy the whole city!?"

"Right!" Tony said, "I'll go suit up."

"Alright, I say we should stick into teams just in case it is a trap," Steve said as Tony began to walk to his lab, "Kayla you're with Stark, Wanda you're with Vision, and Cassy you're with me."

They all agreed and headed out to finish what Tony and Kayla had started.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	22. Chapter 22, Goodbye My Friends

Tony landed on the ground and sat Kayla down, Vision soon appeared and did the same with Wanda, and then Steve came with Cassy's arms wrapped tightly around his waist.

He helped her off his bike and smiled, "First time on a motorcycle?"

She nodded nervously, "Y-Yeah, it wasn't as loud I thought it would be."

"There's no sign of Ultron or Val," Kayla said as she looked around the shack.

"I am detecting his signal," Vision said as he looked around and stopped when someone walked towards them from deep within the forest.

"Looks like some of your team is missing," Ultron said with a smirk as he walked towards them.

"Yeah, thanks to you," Kayla growled.

"Now Kayla, no need to be bitter about it."

Kayla then out stretched her out and shot at Ultron, he dodged her and flew straight to Vision. He knocked him to the ground and raised his hand to punch but Tony shot at his arm. Kayla aimed again but missed when a bullet hit her glove. She yelped in surprise and turned to see Valerie standing there with a pistol in hand and a scythe in the other.

Cassy turned to Valerie as Steve ran to help Tony, Vision, and Wanda. Cassy darted to Val and unsheathed her sword and swung at Valerie. She dodged it and raised the scythe above her head, Kayla ran over and wrapped her arms tightly around Valerie's waist and pushed her to the ground. Kayla got up and tried to grab the scythe; Valerie grabbed her ankle and started to dig her nails into her. Kayla yelped and Cassy ran the tip of her sword over Valerie's wrist. Valerie pulled back with a small yelp and soon jumped her to feet, she grabbed the pistol that was attached to her belt and shot at Kayla.

Cassy swung her sword again and sliced Val's collar bone. Kayla tried to grab the scythe but it was way too heavy for her, she grunted as she tried to lift it. Valerie ran over to her and placed the gun against her neck. Kayla screamed out as the tip of the gun sizzled and burned her skin, Valerie then grabbed the scythe and swung it down on Cassy. Valerie cut from Cassy's left shoulder down to her wrist with one drag down. Cassy fell back and stared at her blooded arm, Kayla jumped onto Valerie's back before she could do anymore to Cassy.

Kayla started to power up her glove as her hand rested on Val's chest, Valerie could feel the burning and grabbed the back of Kayla's head and swung her to the ground. Kayla backed away and over to Cassy, she looked over at Cassy with a scared look. Cassy gave her a look, telling her it would be alright before she stood up and swung again at Valerie. They both swung and missed numerous times before Cassy made a cut through Valerie's gut. The cut wasn't too deep so she wouldn't die from blood lose, Valerie yelped and backed up. She then made on more attempt at getting Cassy. She lifted up her scythe and drove it into the left side of Cassy's chest, making sure she didn't hit her heart.

Cassy screamed out and Steve turned to see what was happening, Ultron saw this to and noticed the slice and all the blood on Valerie's light gray shirt. He growled and threw Tony into the shack as he swung his arm and hit Wanda in the gut causing her to fly back. He then ran over to Valerie, he grabbed her and flew her to an area close by.

Cassy whimpered as Steve helped her lay down; he undid her cape and examined the wounds. They all weren't too deep but the flesh wound on her chest did look like it needed some stitches. He just put pressure on her wounds and looked over at Wanda who was being helped by Vision. He saw Kayla get up and dart to Tony who had caused the shack to completely collapse.

"Tony!" Kayla yelped in worry as she ran over to him, trying not to step on anything. "Tony, are you ok?!"

He groaned and retracted his mask, "Yeah, I'm doing peachy, how are you?"

She sighed, "I'm fine, Cassy's hurt though."

"Where's Ultron?"

"I don't know, he picked up Valerie and left."

Tony struggled to sit up, "We need to go after him."

"No, you're staying here, I'll go after him."

Tony gave her a stern look, "Over my dead body you will!"

Kayla glared at him, "We don't have time to talk about this, someone needs to do something! You're too injured, please Tony, please! I can do this!"

Tony just stared at her and sighed, he couldn't take those pleading puppy dog eyes, "Fine."

 **oOo**

Ultron sat Valerie down; she looked up at him and glared.

"Ultron, what the hell!?"

"You're hurt."

"And so were they, we could've finished them!"

"No, we couldn't have, YOU couldn't have," Ultron said give her a frustrated look.

She frowned, "I, I was trying alright."

"I know, I never should've brought you into this."

"It wasn't you Ultron, it was me, I wanted to help you. Now shut up and let's go back."

Ultron turned around, "Kayla's coming, I can detect her, it's either her or Tony. We'll wait here for them."

Valerie just sighed and shrugged, "Alright, wanna talk about anything to past time?"

He glanced back at her and turned to rest his hand on her wound; she bit her lip and tensed.

"Sorry," he whispered before his hand slowly made its way up to the cut on her collar bone.

She looked at him and smiled as he kissed her forehead and then gave her a peck on the lips. They gazed each other contented looks as they gazed into each other's eyes.

The peace soon went away when a burst of electricity exploded behind Ultron. Valerie rested a hand on his chest as he held her shoulders. She laid him down on the ground as fear and shock ran through her body. She looked over and saw Kayla standing there with her arm with the blue glove out stretched; she had on Tony's suit's boots and one glove. Valerie turned her gaze back to Ultron, tears forming in her eyes.

"U-Ultron," she whimpered as her hand still lay on his chest.

"Valerie," he hummed as he took her hand in his.

She looked down and saw that the blast Kayla had made not only affected Ultron's back but also his 'stomach' and parts of his chest. Valerie looked back up at him and tears started to fall from her eyes as the light drained from his eyes and his hand went limp. Valerie felt the worst pain she had ever experienced, it felt like her skin was burning, her back was sliced open, and her heart was ripped out and torn apart. She balled her hands into fists as grabbed her scythe before walking over to Kayla.

Kayla tried to power up one of her gloves as Valerie got closer but she found that she couldn't. Then with the back of her scythe Valerie smacked Kayla to the ground and towered above her.

"V-Valerie, I-I'm so sorry, but I needed to if I wanted humanity to survive!" Kayla whimpered.

"No, if you were really sorry you wouldn't have killed him."

Kayla was paralyzed out of fear; the way the sun was setting made only parts of Valerie's face show. She had never been more terrified of her friend in her entire life. Valerie rose up her scythe and stared at Kayla, but she couldn't drop the scythe. Memories of all the good times she had with Kayla and Cassy came flooding back into her mind. She then growled and ran the scythe's blade over Kayla's chest before darting deep into the woods.

Kayla whimpered and cried out as her back arched from the pain; she then saw a familiar floating down from the sky. Vision stood on the ground and picked her up.

 **oOo**

"OW! Watch it will you!?" Kayla snapped as one of the doctors stitched up the wound on her chest.

He sighed, "I'm sorry ma'am but it will hurt."

Tony smirked as Kayla glared at him, "Finding amusement from this?"

"A little, yes," Tony responded as Cassy and Steve walked in.

"Hey Kayla, how are you doing?" Cassy asked with a smile.

Kayla just frowned, "Like shit, Valerie looked so heartbroken and I can't I did it. In a way I'm glad but also I hate myself for doing it."

Cassy rested her hand on Kayla's, "He needed to be destroyed Kayla, he wanted to destroy humanity!"

"I know, I know, I just, I can't help it."

Steven hummed, "Well, you did the right thing."

The doctor soon was done with the stitches and left her alone, Cassy and Steve soon to left and she was stuck with Tony.

Kayla looked over at Tony and smirked, "Hey Tony, I've been thinking about making an A.I-"

"No," he said sternly.

"Aw, but come on! I could program him or her for good!"

"I've thought about that to, but for now don't!"

"For now?"

Tony was silent for a second before giving her a wink and leaving the room. Kayla smirked and jumped off the table and went to the living room to see if she could bug anyone.

 **oOo**

Valerie was curled up in a ball against the wall of what use to be her and Ultron's hideout. Now it was just a place of memories, she was sitting on the green cotton blanket she and Ultron slept on for what felt like years. She sobbed as she thought of him, sadness and anger boiled inside of her. She still couldn't kill Kayla or Cassy; no matter how hard she tried she couldn't get herself to do it. Her hands balled into fists as she stood up, she felt a new type of hunger ran through her.

It wasn't a hunger for food, love, booze, or anything like that. It was a hunger to kill. She wanted to destroy the Avengers, mainly Stark. He was the only one close enough to Kayla she could kill without hesitation. She would start with him first, and since Kayla was so attached she would make her watch. Valerie gripped her head roughly, she felt torn into two, parts of her wanted to do that while other parts told her not to and that it was a horrible thing to do.

She exhaled deeply, she needed to think and not in here.

 **…I'm sorry for killing Ultron; it was the only thing I could think of that would fit! :( The next chapter should be the last unless I come up with something to add. I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	23. Chapter 23, Strings (Final Chapter)

Kayla walked into the living room while drying off her wet hair she got from the shower. She looked up and froze when she saw a rather intimidating bald man with a black trench coat and eye patch talking with Tony and Steve. The three turned to her as Cassy soon walked down the stairs as well.

"So uh, what's going on?" Kayla asked with a puzzled look.

"This is Nick Furry, he's here to talk to you," Steve answered and Furry walked towards her and Cassy.

"So you're Kayla Sparks and Cassandra Catherines," Furry said examining them.

Cassy nodded, "Yeah, why did you want to see us?"

"Well I heard about how you brought Ultron back," he said as he stared at Kayla, "And that you also destroyed him. The Avengers are low on team members due to Bruce's disappearance, Clint's family, and Thor being a god. So if you wanted you could stay with the Avengers."

Kayla's mouth dropped as she gripped Cassy's arm tightly, "Cassy, Cass did you hear that!" she asked in an excited whisper.

Cassy smirked, "Yes, I take it you want to stay?"

Kayla cleared her throat, "Eh you know, just a little."

Cassy sighed and smiled, "Alright, just if you promise to make or reboot anymore robots."

"Alright, alright, I promise," Kayla sighed before smiling at Tony, both of them knowing she had just lied to Cass.

Fury looked at them both once more before saying, "Welcome aboard."

 **oOo**

Valerie climbed aboard the abandoned metal ship that was far south of the shack; she had been getting strange messages telling her coordinates that led to this very ship. She looked around the ship and saw that it was actually in pretty good condition. She found the inmates quarters and saw that they looked recently used. She explored the lower half of the ship and froze when she opened a door and found the dead bodies of the inmates.

She held her hand over her nose and mouth, she was use to smells like this but it seemed ten times stronger. She coughed and closed the door and walked down the hall, she explored for about an hour or so before she received a text message. She opened it up and cocked her head.

 _:For God's sake, go down the hall and turn right!_

She couldn't help but smirk before going what the text had said, she went opened one of the doors and dropped her phone. She could hear the 'no strings' song from Pinocchio playing from a small record player in the corner of the room. She stared up at a silver robot tangled in wires; she walked over to it and rested her hand on the robots cheek. Ultron, he created and sent out multiple bots, this could be one of them. She jumped when she heard the system power up, it was weak, she needed more energy. She now knew exactly why she was here and who sent her, she smiled and crossed her arms.

"Tell me what to get."

 **Final chapter! Or is it!? It is, I may make another story but I have to think about it. I hope all you enjoyed this story and I want to thank all of you who commented, favorite, and read it, it means a lot so thank you all so much! I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)** **(There is a squeal, it's called Until The World Ends.)**


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